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Home My WebLink About20232180.tiffCOY*VQ& PASS -AROUND TITLE: DEPARTMENT: BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW SnapEngage Chat Software for Treasurer's Office Information Technology PERSON REQUESTING: Ryan Rose DATE: 6/29/23 Brief description of the problem/issue: The Treasurer's office wishes to procure software that will enable chat functionality on their department web page. The chat widget will answer basic questions, and during business hours, can connect citizens to a live person to assist further if needed. This is expected to reduce phone calls in the office. The software has an annual cost of $3,288, which was budgeted for through the IT Project fund, and the Agreement has been approved by the County Attorney's Office What options exist for the Board? (include consequences, impacts, costs, etc. of options): 1) Approve agreement to purchase chatbot software 2) Request work session Recommendation: 1T and the Treasurer's office recommend option 1, to purchase this software. Perry L. Buck, Pro -Tern Mike Freeman, Chair Scott K. James Kevin D. Ross Lori Saine con -7/31 e-irprioL Z3 Approve Schedule Recommendation Work Session � 1Q Iona- tionitibe Other/Comments: cG 04),,,eterr) 1/S /ta-3 2023-2180 Karla Ford From: Sent: To: Subject: Approve Kevin Ross Kevin Ross Wednesday, July 5, 2O23 9:10 AM Karla Ford; Mike Freeman Re: Please Reply - IT PA SnapEngage Chat Software for Treasurer From: Karla Ford <kford@weld.gov> Sent: Wednesday, July 5, 2O23 1O:59:39 AM To: Mike Freeman <mfreeman@weld.gov>; Kevin Ross <kross@weld.gov> Subject: Please Reply - IT PA SnapEngage Chat Software for Treasurer Please advise if you support recommendation. Thank you! Karla Ford Office Manager, Board of Weld County Commissioners 1150 O Street, P.O. Box 758, Greeley, Colorado 80632 :: 970.336-7204 :: kfordaweldgov.com :: www.weldgov.com **Please note my working hours are Monday -Thursday 7:00a.m.•5:00p.m.** Confidentiality Notice: This electronic transmission and any attached documents or other writings are Intended only for the person or entity to which it is oddressed and may contain information that is privileged, confidential or otherwise protected from disclosure. if you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: CM1O3-0555O@co.weld.co.us <CM1O3-0555O@co.weld.co.us> Sent: Wednesday, July 5, 2O23 8:5O AM To: Karla Ford <kford@weld.gov> Subject: Attached Image 1 Karla Ford From: Sent: To: Cc: Subject: Approve Sent from my iPhone Mike Freeman Wednesday, July 5, 2023 11:49 AM Kevin Ross Karla Ford Re: Please Reply - IT PA SnapEngage Chat Software for Treasurer On Jul 5, 2O23, at 5:09 PM, Kevin Ross <kross@weld.gov>wrote: Approve Kevin Ross From: Karla Ford <kford@weld.gov> Sent: Wednesday, July 5, 2023 1O:59:39 AM To: Mike Freeman <mfreeman@weld.gov>; Kevin Ross <kross@weld.gov> Subject: Please Reply - IT PA SnapEngage Chat Software for Treasurer Please advise if you support recommendation. Thank you! Karla Ford X Office Manager, Board of Weld County Commissioners 1150 0 Street, P.O. Box 758, Greeley, Colorado 80632 :: 970.336-7204 :: kford acweldgov.corn :: www.weldgov.com **Please note my working hours are Monday -Thursday 7:00a.m.-5:00p.m.** <image001.jpg> Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: CM103-05550@co.weld.co.us <CM103-05550@co.weld.co.us> Sent: Wednesday, July 5, 2O23 8:5O AM To: Karla Ford <kford@weJd.gov> Subject: Attached Image IkA TeamSupport Order Form Company Address5005 Lyndon B Johnson Fwy Suite 850 Dallas, TX 75244 us Prepared By Email Andrew M uniz a ra muniz2ateamsupport.corn Bill To Name Weld County Government Bill To 1151 O S t. Greeley. Colorado 80631 US Payment FrequencyAnnually Payment Ter nsDue on renewal Start Date End Date Contact Name Email Ship To Name Ship To 6/30/2023 6/29'2024 Jacob Ptituntt jrnundt�; lweldgov . Weld County Government 1150 O St. Greeley. Colorado 80631 uS Payment Method Invoice Product Sales Price Quantity Total Price Chat Enterprise License Chatbot Tea mSup port Onboarding One -Time Fee 0.00 Additional Information $468.00 $948.00 SO.O0 Subtotal Drs cunt Total Price $3.288.00 0.00% S3,288. 00 5.00 1.00 1.00 $2,340.00 $948.00 Terms All prices are in United States Dollars. Licenses will not be activated and Onboarding services will not begin until payment is received in full. By signing this Order Form, you certify that you are authorized to sign this agreement on behalf of your company and you agree to TearnSupparts attached Terms of Service. This Agreement automatically renews and renewals will be billed automatically at learnSupports standard billing rates at the time of renewal, unless otherwise stated herein. Requests to reduce license counts or cancel the agreement must be submitted in writing at least 30 daysprior to the renewal of the Agreement. The amounts shown above do not include any taxes, levies, or duties imposed by taxing authorities, which will be charged on each invoice according to the guidelines of the relevant governing jurisdiction. o2oa3 - a/So Signature: Name Title: Mike Freeman BOCC Chair Email: mfreeman@weld.gov Billing Contact Name. Jacob Mundt jmundt@weld.gov . gov Billing Contact Email: TEAMSUPPORT LLC & SNAPENGAGE LLC TERMS OF SERVICE Terms of Service TEAMSUPPORT LLC & SNAPENGAGE LLC TERMS OF SERVICE THESE TERMS OF SERVICE (THE TERMS') ARE AN AGREEMENT BETWEEN COMPANY (AS DEFINED IN SECTION 28 BELOW AND COMPANY ALSO BEING REFERRED TO IN THESE TERMS AS "WE. "US". OR "OUR") AND YOU. OR. IF YOU REPRESENT AN ENTITY OR OTHER ORGANIZATION, THEN THAT ENTITY OR ORGANIZATION (IN EITHER CASE '`YOU" OR 'YOUR"). BY CLICKING ON THE "START MY TRIAL' BUTTON EXECUTING AN ORDER FORM, OR BY ACCESSING OR USING THE SITE OR SERVICES (AS DEFINED BELOW) EITHER THROUGH A FREE TRIAL OR AS A PAID SUBSCRIBER. YOU (A) AGREE TO BE BOUND BY THESE TERMS GOVERNING YOUR USE OF THE SERVICES OFFERED BY COMPANY AVAILABLE THROUGH THE SITE. WHETHER AS A GUEST OR A REGISTERED USER; (B) ARE NOT. NOR ARE ANY OF YOUR AFFILIATES, A COMPETITOR OF TEAMSUPPORT OR SNAPENGAGE. (C) HAVE READ AND UNDERSTAND THESE TERMS: AND (D) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT AND IN ANY CASE. AT LEAST 18 YEARS OF AGE. IF YOU ARE ENTERING INTO THE AGREEMENT OR OTHERWISE USING THE SITE OR SERVICES FOR OR ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY. YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY. OR IF YOU DO NOT AGREE WITH THESE TERMS. YOU MUST CEASE USE OF THE SITE AND SERVICE. CANCEL THE ORDERING PROCESS. AND MAY NOT USE THE SERVICE. EVEN FOR THE TRIAL PERIOD (IF ANY). BY USING THE SITE OR SERVICE. YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THE AGREEMENT. Capitalized terms used in these Terms have the meanings ascribed to them in the Definitions section at the end of these Terms. 1. License Grant & Restrictions Company hereby grants you a non-exclusive. non -sub -licensable, non -transferable, limited worldwide right for your authorized Users to access and use the Service during the License Term. solely for your own internal business purposes. subject to the terms and conditions of the Agreement. All rights not expressly granted to you in the Agreement are reserved by Company and its licensors. You acknowledge and agree that the Services are provided under the license described in the Agreement and are not being sold, assigned or transferred to you. You do not acquire any ownership interest in the Services, the Content or the Company Technology under the Agreement, or any other rights thereto other than to access and use the Services in accordance with the license granted herein, and subject to all terms. conditions and restrictions set forth in the Agreement. Company shall retain all right, title and interest in and to the Services, the Content and the Company Technology. including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except those rights expressly granted to you in the Agreement. You may not access or use the Service if you are a competitor of TeamSupport or SnapEngage. except with Company's prior written consent. In addition, you may not access the Service for purposes of monitoring the availability, performance or functionality of the Service, or for any other benchmarking or competitive purposes. You shall not (i) license, sublicense, sell, rent, lease, resell, transfer, assign, distribute, display, disclose or otherwise commercially exploit or make available to any third party the Service, Content or Company Technology in any way; (ii) modify or make adaptations or derivative works based upon the Service, Content or Company Technology; (iii) remove, alter or obscure any proprietary notice or identification. including copyright or trademark notices, contained in or on the Service, Content or Company Technology; or (iv) reverse engineer, reverse compile, disassemble or access the Service or Company Technology in order to (a) derive, or attempt to derive, the source code of the Service or Company Technology, (b) build a competitive product or service, (c) build a product using similar ideas, features, functions or graphics of the Service, or (d) copy any ideas, features, functions or graphics of the Service or Company Technology. User Licenses and Trial Licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. The maximum number of authorized Users shall not exceed the number of User Licenses you have purchased or Trial Licenses Company has authorized. You may use the Service only for your internal business purposes and shall not record, upload, store, post, send, transmit, cause the display, playback or performance of, or otherwise make available on the Site or through the Service: (i) any spam or otherwise duplicative or unsolicited messages in violation of applicable laws or otherwise; (ii) any content that is, in Company's sole discretion, infringing, obscene. pornographic, excessively violent, abusive, harassing, vulgar, hateful, racially, ethnically. or otherwise offensive or discriminatory, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) any content or material that infringes any patent. trademark, trade secret, copyright, or other proprietary or intellectual property rights of any other person or entity; (iv) any content that you do not have a right to make available under law or contractual or fiduciary relationship; (v) any content that includes the private information of any third party; (vi) any content that, in Company's sole discretion, bears any false, disguised, or misleading origin; (vii) any content that, in Company's sole discretion, is an advertisement, solicitation, or promotional material; (viii) any material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; You shall not (i) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (ii) attempt to gain unauthorized access to or use of the Site, Service, or SnapEngage's or TeamSupport's related systems or networks; (iii) use the Service in any manner that could damage, disable, overburden, disrupt or impair the Site, the Service, or any SnapEngage or TeamSupport server. or the network(s) connected to any SnapEngage or TeamSupport server, or interfere with any other party's use and enjoyment of the Site; (iv) disobey any applicable policies or regulations of networks connected to the Site; (v) use any robot. spider, site search/retrieval application, or other devices to retrieve, index or interface with any portion of the Site or the Service; (vi) frame the Site or reformat it in any way; (viii) create user accounts using any automated means or under false pretenses; or (ix) use the Service to create a competing service. Company reserves the right, in its sole discretion, to make any changes to the Service and Company Technology that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of the Service; (ii) the competitive strength of or market for the Service; or (iii) the Service' cost efficiency or performance; or (b) to comply with applicable laws. In the event that you elected to receive a limited Trial License of any Service, your trial usage is subject to the Agreement for the Trial Period, You further acknowledge and agree that during the Trial Period, your usage of the Service may have limitations on volume, data access, features and other functionality as determined by Company in its sole discretion. 2. Your Responsibilities You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Company immediately in writing of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) notify Company immediately in writing, and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Company user or provide false identity information to gain access to or use the Service. You agree that you have retained and will retain sole responsibility for: (a) all Customer Data; (b) all information, instructions and materials provided by or on behalf of you in connection with the Services; and (c) the security and use of your access credentials. You agree that each User shall keep a secure password for the use of the Services, and that such password shall be changed no less frequently than quarterly and that each User shall keep all passwords confidential. You agree to provide Company with (i) all necessary cooperation in relation to the Agreement; and (ii) all necessary access to such information as may be required by Company in order to render the Services, including but not limited to Customer Data, security access information and configuration services. You agree to obtain and shall maintain all necessary licenses. consents. and permissions necessary for Company, its affiliates, and their respective licensors, contractors, and agents to perform their obligations under the Agreement, including without limitation with respect to the Services. You agree to ensure that your network and systems comply with the relevant specifications provided by Company from time to time. You agree that you are solely responsible for procuring and maintaining your network connections and telecommunications links from its systems to Company's data centers, and all problems, conditions, delays. delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the Internet. YOU REMAIN SOLELY RESPONSIBLE FOR THE CONTENT AND MATERIALS YOU RECORD, UPLOAD, POST. CAUSE TO BE DISPLAYED, PLAYED BACK OR PERFORMED IN ANY AREAS OF THE SITE OR THE SERVICE AND THAT YOU TRANSMIT IN ANY OF YOUR COMMUNICATIONS THAT USE THE SITE OR THE SERVICE. 3. Account Information and Data Except as otherwise provided in these Terms, Company does not own any data, information or material that you submit to the Service. You, not Company. shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and none of Company or any of its affiliates shall be responsible or liable for the deletion, correction, destruction, corruption; damage, loss or failure to store any Customer Data. Company and its applicable affiliates reserve the right to withhold, remove and/or discard Customer Data without notice for any reason, including, without limitation, your non-payment for the Services. Upon termination of the Agreement, your right to access or use of Customer Data through the Service immediately ceases, you will discontinue use and irrevocably erase any Content in your possession (including any archival or other copies of the Content). and none of Company or any of its affiliates shall have any obligation to maintain or forward any Customer Data. 4. Intellectual Property Ownership and Confidentiality All right, title, and interest in and to the Service, Content and Company Technology, and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions that is not Customer Data, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Company or its affiliates in connection with the Service or that otherwise comprise or relate to the Service, and all related patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws. and all similar or equivalent rights or forms of protection, in any part of the world, are and will remain the property of Company and its affiliates, as applicable. You agree that Company shall own all right, title, and interest to any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you to Company or its affiliates relating to the Service. You grant to Company a nonexclusive, royalty -free, fully paid up license to utilize all Customer Data during the License Term and as necessary to perform Company's obligations and exercise its rights under this Agreement. You further authorize Company to aggregate a de -identified and anonymized version of Customer Data with similar data from other Company customers and third parties to derive statistical, performance or other information related to the Services and to further develop the Services ("Analytics"). Company and its affiliates may use the aggregated, de -identified, or anonymized Analytics for any purpose it chooses, including for marketing purposes or as data for sale. As between the parties and subject to the foregoing, Company and its applicable affiliates retain all rights, title and interest in and to the Analytics. The Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Company Technology, or the Intellectual Property Rights owned by Company or any of its affiliates, The TeamSupport and SnapEngage names, the TeamSupport and SnapEngage logos, and the product names associated with the Service are trademarks of Company, its affiliates, or their respective licensors, and no right or license is granted to you to use them, In connection with your access and use of the Service (including any Trial License), you acknowledge and agree that the Service is and contains information proprietary to Company ("Confidential Information") and agree not to access or use any Confidential Information other than as necessary to exercise your rights or perform your obligations under and in accordance with the Agreement, or disclose any such Confidential Information except to your employees, consultants and advisors who are legally bound to maintain the confidentiality of the Service and such related information. These restrictions will not apply to any information that (a) is publicly known at the time of its disclosure; (b) is lawfully received from a third party not obligated to maintain it in confidence: (c) is published or otherwise made known to the public by Company; (d) you generated independently before receiving it, as evidenced by pre-existing records; or (e) is required to be disclosed under any law, governmental rule or regulation or a valid court order. You acknowledge and agree that any breach or violation of this provision will cause irreparable harm to Company and that damages are not an adequate remedy. 5. Billing, Renewals and Payment of Fees Company charges a License Fee for the use of the Services, other than for a free Trial License during the Trial Period in accordance with these Terms. You shall pay all License Fees, other fees and charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Company reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. Any fee increase shall be effective upon the License Term renewal and thereafter. All pricing terms are confidential. and you agree not to disclose them to any third party. Company charges and collects in advance for use of the Service. Company will issue an invoice to you, due upon receipt, for each License Term prior to the Contract Start Date and prior to the Contract Start Date and the start of any Renewal Term, as applicable. or as otherwise mutually agreed upon in writing. For License Fees paid by credit card, Company will bill your credit card for the License Fee, along with any other fees or charges payable, at the start of the Initial Term and the start of each Renewal Term. The License Fee for a Renewal Term will be equal to the then -current applicable platform fee plus the then -current number of total User Licenses times the then current, generally applicable license fee for the License Term, unless mutually agreed to otherwise. Fees for other services will be charged on an as -quoted basis. All License Fees and other agreed upon fees are due and payable upon the beginning of the Initial Term and each Renewal Term, as applicable, even in the event of a failure by Company to issue an invoice timely. All payment obligations are non -cancelable and all amounts paid are nonrefundable. If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. You agree to provide Company with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and User Administrator. You agree to update this information within 30 days if the information changes at any time. If you are being charged monthly, you will provide valid credit card information as a condition to signing up for and continuing to use the Service, and you authorize Company and its applicable affiliates, for and on behalf of Company. to bill such credit card for the License Fee. If the contact information you have provided is false or fraudulent, Company reserves the right to terminate your access to or use of the Service in addition to any other legal remedies. An authorized Administrator may add User Licenses by sending an email to Company at support@TeamSupport.com or by the submission of a Company ticket. Added User Licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or Renewal Term): (ii) the License Fee for the added licenses will be the then current, generally applicable license fee per month multiplied by the remaining months of the License Term multiplied by the number of User Licenses that are added: and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. YOU ARE RESPONSIBLE FOR PAYING FOR ALL USER LICENSES ORDERED FOR THE ENTIRE LICENSE TERM, WHETHER OR NOT SUCH USER LICENSES ARE ACTIVELY USED. YOU MAY NOT REDUCE THE NUMBER OF USER LICENSES OTHER THAN AS DESCRIBED IN SECTION 8 OF THESE TERMS. COMPANY MAY WITHHOLD DELIVERY OF ANY OF THE SERVICES UNTIL PAYMENT IS RECEIVED FOR LICENSE FEES AND ANY OTHER FEES DUE AND PAYABLE. Unless otherwise stated. Company's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Company's income. Unless Company in its discretion determines otherwise, all billings will be in U.S. dollars. Company reserves the right at any time to charge fees, and you agree to pay such fees in accordance with these Terms, for access to any or all of the Site, the Service, or the Company Technology (or any part of any of the foregoing) including for services that Company may have previously offered without charge. 6. Non -Payment and Suspension In addition to any other rights granted to Company herein. Company reserves the right to restrict, modify, suspend, or terminate the Agreement and your access to or use of the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law. whichever is less, plus all expenses of collection. You will continue to be charged for User Licenses during any period of suspension. If you or Company initiates termination of the Agreement, you will be obligated to pay the balance due on your account computed in accordance with Section 5 above. You agree that Company may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Company reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Company has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent. Company will not be responsible or liable to you or any third party as a result of exercising its right to suspend or terminate the Service. 7. Agreement Term, Initial Term, and License Term The Agreement commences on the Effective Date and is in effect until the later of (a) the end of your Trial Period; (b) the end of your Initial Term; or (c) the end of the last Renewal Term. The Initial Term will be as you elect in an Order Form. Upon the expiration of the Initial Term, the Agreement will automatically renew for successive Renewal Terms equal in duration to the Initial Term for the same number of User Licenses licensed in the prior term and otherwise on the same terms and conditions, unless otherwise provided in these Terms or as agreed in an Order Form. Notwithstanding the foregoing or anything else to the contrary in the Agreement, upon the expiration of a Trial Period, the Trial License is not automatically renewed and can only be renewed by the express written agreement of an authorized Company representative. Sections 3, 4, 8, 9. 10 through 18, 20, and 23 through 28 of these Terms shall survive any termination or expiration of the Agreement. Upon termination or expiration of the Agreement, you agree to promptly return all Confidential Information in your possession or control, to Company. or to destroy and certify to such destruction, of any such Confidential Information. 8. Termination for Convenience and Reduction in User Licenses Either party may terminate the Agreement or reduce the number of User Licenses in connection with the Services by notifying the other party in writing at least thirty (30) days prior to the next Renewal Term. In addition, Company may terminate a Trial Period or free account at any time in its sole discretion. You agree and acknowledge that Company has no obligation to retain the Customer Data after termination, and may delete such Customer Data 30 days after the termination of the License Term. 9. Termination for Cause Company may terminate the Agreement for "Cause" upon any of the following reasons: (a) Any (1) breach of your payment obligations, including payment of the License Fee, (2) unauthorized use of the Company Technology or Service. or (3) other violations of the Agreement, which any of the foregoing (1) through (3) shall be deemed a material breach of the Agreement. (b) Any of the following: (1) you are liquidated, wound up or dissolved; (2) you are subject to a general assignment for the benefit of or compromise or arrangement with your creditors; or (3) any proceedings are commenced regarding you under any bankruptcy, insolvency, or debtor's relief law. In any of these cases, Company, in its sole discretion. may immediately terminate the Agreement and/or restrict, modify, suspend, or terminate your password, account, or access to or use of the Site and Service, including, without limitation, with respect to any User Content. Company's right to restrict; modify, suspend, or terminate the Service does not limit any of its other rights or remedies, whether at law, in equity, under the Agreement, or otherwise. You agree and acknowledge that Company has no obligation to retain the Customer Data after termination, and may delete such Customer Data 30 days after the earlier of (a) the date of the notice of the breach of the Agreement or (b) the expiration or termination of the License Term in accordance with these Terms. 10. Data Security & Privacy To the extent Customer Data includes Personal Data, you agree to the terms and conditions of the TeamSupport Data Processing Addendum, which is hereby incorporated by reference and can be accessed at www.teamsupport.com/DPA, in which you are referred to as "Customer". 11. Representations & Warranties Each party to the Agreement represents and warrants to the other party that: (a) it has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under the Agreement; (b) the execution or other entering into of the Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such party; and (c) when executed or otherwise accepted in accordance with these Terms, the Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. Company represents and warrants to you that (a) the Site and the Services will operate in compliance with the Agreement; (b) it shall use commercially reasonable efforts consistent with prevailing industry standards for similar services to maintain the Services in a manner which minimizes errors and interruptions in the Services; (c) it has implemented reasonable processes and systems for the protection and security of Customer Data; (d) it shall perform the Services in a professional and workmanlike manner consistent with the terms and conditions of the Agreement; (e) to Company's knowledge, the Site and Services do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights or any privacy or other rights of any third party; and (f) it will use commercially reasonable efforts consistent with prevailing industry standards for similar services for the Services to be performed substantially in accordance with the online Company help documentation under normal use and circumstances. You represent, warrant and covenant to Company that (a) you own or otherwise have and will have the necessary rights and valid consents in and relating to the Customer Data and User Content so that, as received by Company and processed in accordance with the Agreement, Company does not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, data privacy rights, or other rights of any third party or violate any applicable law; (b) you have not falsely identified yourself nor provided any false information to gain access to or use of the Service; (c) your billing information is correct; and (d) if you represent a corporation or other entity, that the entity is duly organized, validly existing and in good standing as a corporation or other entity under the laws of the jurisdiction of its incorporation or other organization. 12. Disclaimer of Warranties EXCEPT AS SPECIFICALLY SET FORTH IN SECTION 11, COMPANY, ITS AFFILIATES, AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF OR OTHERWISE WITH RESPECT TO THE SERVICE OR ANY CONTENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, COMPANY, ITS AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR -FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS. SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING; WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. OR NON -INFRINGEMENT OF THIRD PARTY RIGHTS. ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY COMPANY, ITS AFFILIATES, AND ITS LICENSORS. COMPANY DOES NOT ENDORSE, AND MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO, AND ASSUMES NO RESPONSIBILITY, OBLIGATION OR LIABILITY FOR, ANY NON -COMPANY PRODUCTS. SOFTWARE, DATA OR SERVICES INCLUDING BUT NOT LIMITED TO WIRELESS SERVICES, INTERNET BANDWIDTH AND CLOUD STORAGE. 13. Limitation of Liability IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT. PUNITIVE, SPECIAL, EXEMPLARY, TREBLE, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE AGREEMENT OR THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY. ERROR OR OMISSION. REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION AND WAIVER ALSO APPLIES TO ANY CLAIMS YOU MAY BRING AGAINST ANY OTHER PARTY TO THE EXTENT THAT COMPANY WOULD BE REQUIRED TO INDEMNIFY THAT PARTY FOR SUCH CLAIM. YOU AGREE THAT COMPANY IS NOT LIABLE FOR PROBLEMS CAUSED BY YOU OR A THIRD PARTY, OR BY ANY ACT OF NATURE. UNDER NO CIRCUMSTANCES WILL COMPANY OR ANY OF ITS AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY CHARGES YOU INCUR AS A RESULT OF ERRONEOUS CHARGES AGAINST YOUR CREDIT CARD, PAYPAL ACCOUNT, GOOGLE CHECKOUT ACCOUNT, OR ANY OTHER PAYMENT METHOD OR ACCOUNT OR AS A RESULT OF YOUR FAILING TO CANCEL YOUR ACCOUNT, ANY TRIAL LICENSES, ANY USER LICENSES. ANY ORDER FORM, AND/OR AUTOMATIC PAYMENTS IN A TIMELY FASHION. TO THE EXTENT PERMITTED BY LAW, YOU AND COMPANY EACH ALSO AGREE THAT ALL CLAIMS MUST BE BROUGHT WITHIN 2 YEARS OF THE DATE THE CLAIM ARISES. IF YOU DO NOT AGREE WITH ANY PART OF THE AGREEMENT, INCLUDING, WITHOUT LIMITATION. THESE TERMS. OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST COMPANY WITH RESPECT TO THE AGREEMENT OR THE SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. THE PROVISIONS OF THIS SECTION 13 DO NOT APPLY TO LICENSE FEES PURSUANT TO SECTION 5 (BILLING, RENEWALS AND PAYMENT OF FEES) OR ASSOCIATED FEES FOR LATE PAYMENTS, INTEREST, RENEWAL FEES, RESTARTING YOUR SUBSCRIPTION, OR OTHER FEES PURSUANT TO SECTION 6 (NON-PAYMENT AND SUSPENSION). 14. Mutual Indemnification To the extent allowed by law, You shall indemnify, defend, and hold Company, its licensors and each such party's parent organizations, subsidiaries, other affiliates, officers. directors, employees. attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with a claim alleging that use of the Customer Data or User Content infringes the rights of. or has caused harm to, a third party; provided that Company (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Company of all liability and such settlement does not affect Company's or any of its affiliates' business or Service); (c) to the extent legally permissible, provides to you all relevant available information and reasonable assistance; and (d) has not compromised or settled such claim. To the extent allowed by law, You shall indemnify, defend. and hold Company, its licensors and each such party's parent organizations, subsidiaries. other affiliates, officers, directors. employees, attorneys and agents harmless from any and all claims, costs.; damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with your violation of the Agreement; or your violation of any rights of other users of the Site or Services. If the Service becomes or, in Company's opinion, is likely to become, the subject of any injunction preventing its use as contemplated herein. Company may, at its option (1) obtain for you the right to continue using the Service or (2) replace or modify the Service so that they become non -infringing without substantially compromising the principal functions. If (1) and (2) are not commercially reasonably available to Company, then it may terminate the Service and/or the Agreement upon written notice to you and refund to you any unused prepaid License Fees, pro -rated for the remainder of the License Term. Company shall have no liability or obligation to you hereunder with respect to any claim or loss to the extent based upon (a) any unauthorized use of the Service, (b) any modification or combination of the Service with data, software, hardware, or systems not provided by or approved by Company, (c) any portion of the Service that implements your specific requirements, (d) your continuing allegedly infringing activity after being notified to cease use as provided for herein or (e) your continuing use of any version of the Service after being provided modifications that would have avoided the alleged infringement. The foregoing states the sole and exclusive liability of Company, and your sole and exclusive remedy. with respect to any actual or alleged violation of intellectual property rights by the Service or any part thereof or by its use or operation, Company shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs. damages, losses, liabilities and expenses (including attorneys' fees and costs), subject to the limitations in Sections 13 and 14 of these Terms, arising out of or in connection with: (i) a claim, which if true, would constitute a violation by Company of its representations or warranties; or (ii) a claim arising from breach of the Agreement by Company; provided that you (a) promptly give written notice of the claim to Company; (b) give Company sole control of the defense and settlement of the claim (provided that Company may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Company all available information and assistance; and (d) have not compromised or settled such claim. Company shall have no indemnification obligation, and you shall indemnify Company pursuant to the Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s). 15. Force Majeure Company shall have no liability to you under the Agreement or otherwise if it is, in whole or in part, prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts. events, omissions, accidents, or other causes beyond its reasonable control, including, without limitation, strikes, lock -outs or other industrial disputes (whether involving the workforce of Company or any other party), shortages of labor or materials, failure of a utility service or transport, telecommunications network, or general internet failure, computer equipment failures, other equipment failures, act of God, war, riot, civil commotion, malicious damage, pandemic, compliance with any law or governmental order, rule, regulation or direction, accident. breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub -contractors, provided that you are notified of such an event and its expected duration. THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES. OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 16. Additional Rights Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you. Company may update the content on the Site from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Site may be out of date at any given time. and we are under no obligation to update such material, Company and its affiliates may use your name and logo to identify you as a customer of Company on Company's or its affiliates' websites and in any of Company's or its affiliates' marketing materials, Notwithstanding anything to the contrary in these Terms, Company reserves the right from time to time to modify. restrict, suspend, or discontinue, temporarily or permanently, and or all of the Site, the Service, or the Company Technology (or any part of any of the foregoing) at any time for any reason. You acknowledge that Company may from time to time change the services offered. including, without limitation, limits concerning use of the Site, the Service, or the Company Technology. 17. Local Laws and Export Control The Site provides services and uses software and technology that may be subject to United States export controls administered by the U.S, Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. As a user of this Site and Service, you acknowledge and agree that the Site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof. or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Site or Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This Site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000 Company and its licensors make no representation that the Site or Services are appropriate or available for use in any location. If you use the Site or Service from outside the United States of America you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content. nor any information acquired through the use of the Site or Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects. unless specifically authorized by the United States government. 18. User Content and Copyright Policy The Site and Services may contain areas in which you may post or upload user -generated content, comments, video, photos, messages, other materials or items (collectively, "User Content"). You are solely responsible for your use of any User Content you submit. You understand that Company does not verify the qualifications of Users, nor does it evaluate or control in any ongoing manner exchanges between Users. Any opinions or statements expressed by a User are of those of the User alone, and are not to be attributed to Company. Company is not responsible or liable to you or any third party for the accuracy., completeness, safety, reliability, legality. applicability. or use of any User Content posted by you or any other User of the Site. You understand that you may be exposed to content that you find offensive to you, and that you use the Service at your own risk. By submitting any User Content, you grant Company and our affiliates and service providers, and each of their and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for the purpose of enabling Company and our affiliates to maintain. operate, provide, or improve the Service. By submitting any User Content, you represent and warrant that (a) you own or control all rights in and to the User Content and have the right to grant the license granted above to Company and its licensees, successors, and assigns and (b) all of your User Content does and will comply with these Terms. By submitting any User Content, you agree that you will not upload. post or otherwise transmit any User Content that (a) violates or infringes in any way upon the rights of others, including any statements which may defame, harass, stalk or threaten others; (b) you know to be false, misleading or inaccurate: (c) contains blatant expressions of bigotry. racism. racially or ethnically offensive content, hate speech. abusiveness, vulgarity or profanity; (d) contains or advocates pornography or sexually explicit content, pedophilia, incest, bestiality. or that is otherwise obscene or lewd; (e) violates any law or advocates or provides instruction on dangerous, illegal, or predatory acts.. or discusses illegal activities with the intent to commit them; (f) advocates violent behavior; (g) poses a reasonable threat to personal or public safety; (h) contains violent images of killing or physical abuse that appear to have been captured solely, or principally, for exploitative, prurient, or gratuitous purposes; (i) is protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express permission of the owner of such copyright, trademark. trade secret, right of publicity or other proprietary right; (j) contains any unsolicited or unauthorized advertising or promotional materials with respect to products or services, "junk mail", "spam", "chain letters", "pyramid schemes", or any other form of solicitation; or (I) uses the name or likeness of an identifiable natural person without such person's consent. Reporting Claims of Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringe your copyright, you may request removal of those materials (or access to them) from the Services by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following: • Your physical or electronic signature. • Identification of the copyrighted work you believe to have been infringed or; if the claim involves multiple works on the Services, a representative list of such works. • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material, • Adequate information by which we can contact you (including your name. postal address, telephone number, and, if available, email address). • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law. • A statement that the information in the written notice is accurate. • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner. If you fail to comply with all of the requirements of Section 512(c((3( of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA. Our designated copyright agent to receive DMCA Notices and Counter -Notices (as further defined below) may be contacted at support@TeamSupport.com. Counter -Notification Procedures. If you believe that material you posted on the Services was removed or access to it was disabled by mistake or misidentification, you may file a counter -notification with us (a "Counter -Notice") by submitting written notification to our copyright agent designated below. Pursuant to the DMCA, the Counter -Notice must include substantially the following'. • Your physical or electronic signature. • An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled. • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address). • A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled. • A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Services may be found) and that you will accept service from the person (or an agent of that person) who provided the Services with the complaint at issue. The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter -Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Services was removed or disabled by mistake or misidentification. you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA. It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers. 19. Third -Party Web Sites, Services, and Content. The Site may contain links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. Company has no control over the contents of those sites or resources, and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third -party websites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. The inclusion of any link does not imply that Company endorses or accepts any responsibility for the content on such third -party site. In addition, links to advertising that have not been approved by Company may be embedded in third party content displayed on the Site. Company is not responsible or liable for any content, cookies, web beacons, or other technology used in connection with such advertising. Provisions Relating to Google Services. SnapEngage Services Users log into their accounts and access their contacts through Google. Your use of Google through the SnapEngage Site or the SnapEngage Service requires your acceptance of the privacy policy and the terms and conditions of those services. SnapEngage, and not Google. is responsible for the SnapEngage Service. Google, and not Company or SnapEngage, is responsible for Google's services. Ownership of the Google services resides with Google. Company and SnapEngage are in no way affiliated with Google. 20. Notice Company may give notice by means of a general notice on the Site or Service, electronic mail to your e-mail address on record in Company's account information, or by written communication sent by first class mail or pre -paid post to your address on record in Company's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre -paid post) or 12 hours after sending (if sent by email). Except as otherwise provided in the Agreement, you may give notice to Company (such notice shall be deemed given when received by Company) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Company at the following address: TeamSupport, LLC, 5005 Lyndon B Johnson Freeway, Ste. 850, Dallas, TX 75244. NOTICE FOR CALIFORNIA USERS. Under California Civil Code Section 1789.3, California users of our Services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. 21. Modification to Terms Company reserves the right to modify these Terms or its policies relating to the Site or Service at any time, effective upon posting of an updated version of the Terms on the Site or Service. You are responsible for regularly reviewing the Terms. Continued use of the Site or Service after any such changes shall constitute your consent to such changes. 22. Assignment; Change in Control You shall not assign, sub -license, sub -contract, charge or otherwise encumber any of your rights or obligations under the Agreement without Company's prior written consent, which consent shall not be unreasonably withheld or delayed. Company may assign the Agreement or any of its rights or obligations hereunder to any affiliate or to any entity which succeeds to all or substantially all of Company's assets and business without your prior consent. 23. Governing Law All matters arising out of or relating to the Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule. Any legal suit. action, or proceeding arising out of or relating to the Agreement or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Colorado, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding, 24. Class Action and Jury Trial Waivers YOU AGREE THAT ANY PROCEEDINGS. IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, REPRESENTATIVE. OR CONSOLIDATED ACTION. If a court determines in an action between you and Company that any part of this Class Action Waiver is unenforceable with respect to any claim, the Class Action Waiver will not apply to that claim, but they will still apply to any and all other claims that You may assert in that or any other action. Neither you, nor any other customer. can be a class representative, class member, or otherwise participate in a class, consolidated. or representative proceeding without having complied with the opt out requirements above. 25. Severability; Waiver If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to enforce any provision of the Agreement shall not be deemed a waiver of the provisions or of the right of such party thereafter to enforce that or any other provision. 26. Relationship No joint venture, partnership. employment, or agency relationship exists between you and Company as a result of the Agreement or use of the Service. 27. Entire Agreement The Agreement, any applicable Order Form, the Beta Participation Agreement, if applicable, the Early Access Program Agreement, if applicable, any prior non -disclosure agreement executed between you and Company (an "NDA"), if applicable, and any DPA, if applicable, comprises the entire agreement between you and Company with respect to the subject matter of the Agreement and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained in the Agreement. If there is any direct conflict between these Terms, an Order Form, the Early Access Program Agreement. the Beta Participation Agreement. the NDA, or the DPA, as applicable, the following order of precedence shall control: (a) the Order Form, (b) the Beta Participation Agreement, (c) the Early Access Program Agreement, (d) these Terms, (e) the DPA, and (f) the NDA. The parties to the Agreement acknowledge and agree that any issued purchase orders or similar documents, other than an Order Form that is provided to you and approved by the Company, in connection with your purchase of the User Licenses are only for your own administrative purposes and not with the intent to provide any additional contractual terms to the Agreement. Any terms listed on such purchase order or similar document will be considered null and void and are expressly deemed rejected and extraneous to the Agreement. 28. Definitions As used in the Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means, collectively. these Terms. any Order Forms. the Beta Participation Agreement, if applicable, the Early Access Program Agreement. if applicable, and any NDA, if applicable, and any policies, procedures, rules, guidelines, standards of use. or similar materials available on the Site specifically incorporated by reference herein, as such materials, including the terms of these Terms, may be amended or updated by Company from time to time in its sole discretion; "Beta Participation Agreement" means the agreement to govern a Service designated as a test beta version of software as identified on an Order Form and can be found here: "Company" means TeamSupport or SnapEngage. whichever is the party with whom you have contracted to access or use the Services (including. without limitation. in connection with a Trial License); provided, however, that if TeamSupport is the Company and you contracted to access or use (i) both TeamSupport Services and SnapEngage Services or (ii) only SnapEngage Services, then for purposes of these Terms, the term "Company" includes both TeamSupport and SnapEngage where applicable. "Company Technology" means all of Company's proprietary technology (including software, hardware, products, processes. algorithms. user interfaces. know-how, techniques. designs and other tangible or intangible technical material or information) made available to you by Company in providing the Service, including. without limitation, the Site and Content; "Confidential Information" has the meaning given such term in Section 4 hereof; "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service, including, without limitation, on or through the Site; "Contract End Date" means the date of the end of the Initial Term, as specified on the applicable Order Form; "Contract Start Date" means the date of the start of the Initial Term. as specified on the applicable Order Form; "Customer Data" means any and all data, information or material provided or submitted by you to Company by any means, including Personal Data: "Early Access Program Agreement" means the agreement to govern a Service designated as an early adopter test version of software as identified on an Order Form and can be found here; "Effective Date" means the earlier of the Contract Start Date and the date you begin accessing the Site or using the Service; 'Initial Term" means the contract term, beginning on the Effective Date and ending on the Contract End Date, specified on the applicable Order Form: "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world: "License Fee" means the fee payable by you to Company for the license to use the Services as provided in the Agreement, which will be calculated for the Initial Term and each Renewal Term as the number of User Licenses for such term multiplied by the then -current price per User License for the Initial Term and any such Renewal Term, as applicable, plus the then -current fee to use the platform, if applicable. "License Term(s)" means, (a) with respect to paid -for Services, the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); which can be the Initial Term or any Renewal Term or (b) with respect to any Trial License, the time period for the Trial Period; "Order Form(s)" means the Company -approved form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of the Agreement; "Personal Data" means any information relating to an identified or identifiable natural person where an identifiable person is one who can be identified. directly or indirectly, in particular by reference to an identification number or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity and includes information defined as "personal data," "personal information," and "personally identifiable information" in applicable laws pertaining to data or information privacy, security. protection, or breach notification. "Renewal Term" means the contract term period(s) after the Initial Term, beginning on the day after the end of the Initial Term, and continuing for the term equal in duration to the Initial Term subject to Section 7 of these Terms; "Service(s)" means the SnapEngage Services and/or TeamSupport Services identified during the ordering process, developed, operated, and maintained by Company accessible via app, the applicable Site, or another designated web site or IP address, or ancillary online or offline products and services provided to you by Company, to which you are being granted access under the Agreement, including the applicable Company Technology, the applicable Site. and the applicable Content. Services may include (a) trial versions of the Site or Services or (b) beta or early adopter version of software for testing, which if included in an Order Form will be subject to the Beta Participation Agreement or Early Access Program Agreement, as applicable in addition to the terms described herein: 'Site" means the TeamSupport Site and/or SnapEngage Site, as applicable. including any content, functionality, and services offered on or through the TeamSupport Site and/or SnapEngage Site, as applicable. `SnapEngage" means SnapEngage LLC. a Colorado limited liability company and wholly owned subsidiary of TeamSupport, having a mailing address of 5005 Lyndon B Johnson Freeway, Ste. 850, Dallas, TX 75244, and, as applicable, any successor or assignee of SnapEngage and any authorized affiliate of SnapEngage with whom you contract to use or access the SnapEngage Services or who otherwise provides the SnapEngage Services under this Agreement; "SnapEngage Service(s)" means the SnapEngage services or any other services identified during the ordering process, developed, operated, and maintained by SnapEngage, accessible via app, the SnapEngage Site, or another designated web site or IP address, or ancillary online or offline products and services provided to you by Company, to which you are being granted access under the Agreement, including the applicable Company Technology, the SnapEngage Site, and the applicable Content. SnapEngage Services may include (a) trial versions of the SnapEngage Site or SnapEngage Services or (b) beta or early adopter version of software for testing, which if included in an Order Form will be subject to the Beta Participation Agreement or Early Access Program Agreement, as applicable, in addition to the terms described herein: "SnapEngage Site" means the website located at SnapEngage.com and any successor, replacement, or other Company -designated website through which the SnapEngage Services may be accessed or used, including any content, functionality, and services offered on or through SnapEngage.com or any such successor, replacement, or other Company -designated website. "TeamSupport" means TeamSupport LLC. a Texas limited liability company. having its principal place of business at 5005 Lyndon B Johnson Freeway, Ste. 850, Dallas, TX 75244: "TeamSupport Services" means the TeamSupport services or any other services identified during the ordering process, developed, operated, and maintained by TeamSupport, accessible via app, the TeamSupport Site, or another designated web site or IP address. or ancillary online or offline products and services provided to you by Company, to which you are being granted access under the Agreement, including the applicable Company Technology, the TeamSupport Site, and the applicable Content. TeamSupport Services may include (a) trial versions of the TeamSupport Site or TeamSupport Services or (b) beta or early adopter version of software for testing, which if included in an Order Form will be subject to the Beta Participation Agreement or Early Access Program Agreement, as applicable, in addition to the terms described herein: "TeamSupport Site" collectively means the websites located at TeamSupport.com, TeamSuccess.com and/or Teaminsights.com, including any content, functionality, and services offered on or through TeamSupport.com. TeamSuccess.com, and/or Teamlnsights.com; "Trial License" means a temporary, provisional, free license granted by Company for a period determined in its sole discretion for evaluation of.the Services. "Trial Period" means the time period of the Trial License as determined by Company in its sole discretion. "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Service, have an assigned User License or Trial License. as applicable, and have been supplied user identifications and passwords by you (or by Company at your request); "User Administrator(s)" or "Administrator" means those Users designated by you who are authorized to create User accounts and otherwise administer your use of the Service; "User License" shall mean the licenses purchased by you which entitle Users to access and use the Services in accordance with the Agreement. Contract Form New Contract Request Entity Information Entity Name. TEAMSUPPORT LLC Contract Name. CHATBOT SERVICES Contract Status CTL REVIEW Entity ID* 5O1)0048873 ❑ New Entity? Contract ID 7183 Contract Lead. JMUNDT Contract L Email jmundsco.weld.ca.us Contract Description' IMPLMENTS CHATPCT SERVICES FOR TREASURER'S OFFICE AND PAYS FOR YEAR 1 MAINTENA Contract Description 2 Contract Type. AGREEMENT Amount. $3,288.00 Renewable. NO Automatic Renewal Grant IGA If this is a renewal enter Department INFORMATION TECHNOLOGY -CIS Department Email CM- Ir7formationTechooIogyGIS:R weldgov.com Department Head Email CM- IoformationTechnologyGIS- DeptHeads7weldgov.corn County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- CCUNTYA rTORNEY. 4JELDG OV.COM Contract ID If this is part of a NSA enter NSA Contract ID Requested BOCC Agenda Date. 07 10°`2023 Parent Contract ID Requires Board Approval YES Department Project it Due Date 07.06 2023 Will a work session with BOCC be required?" NO Does Contract require Purchasing Dept. to be included? Note: the Previous Contract Number and Master Services. Agreement Number should be left blank if those contracts are not in Octane Contract Dates Effective Date Review Date'R 44'01 2024 Renewal Date Termination Notice Period Contact Information Contact Info Contact Name Purchasing Committed Delivery Date Expiration Date' 06 01:2024 Contact Type Contact Email Contact Phone 1 Contact Phone 2 Purchasing Approver Purchasing Approved Date CONSENT 07 24 2023 Approval Process Department Head RYAN ROSE DH Approved Date 07 24/2023 Final Approval BOCC Approved BOCC Signed Date RDCC Agenda Date 07: 31 2023 Originator JMUNOT Finance Approver CONSENT Legal Counsel CONSENT Finance Approved Date Legal Counsel Approved Date 07,24 2023 07'24 2023 Tyler Ref AG 073123 Hello