HomeMy WebLinkAboutPagefreezer Software Contract_5 Commission Memorandum
REPORT TO: Honorable Mayor and City Commission
FROM: Scott McMahan, Information Technology Manager
Anna Rosenberry, Administrative Services Director
SUBJECT: Authorize City Manager to sign Contract with Pagefreezer Software, Inc.
MEETING DATE: November 3rd, 2014
AGENDA ITEM TYPE: Consent
RECOMMENDATION: Authorize City Manager to sign Contract with Pagefreezer Software, Inc for implementing cloud based archival/backup of the City of Bozeman’s websites and Social
Media sites.
BACKGROUND: The City’s use of social media has grown rapidly over the last two years.
More 2-way communications are occurring with citizens. Much of this data is considered public record and as such must be preserved. This purchase was approved in the FY15 Budget.
The system archives all activity on our web and social media sites. These archives can be
accessed when needed by IT and Legal staff to reproduce a snapshot of exactly what the site
looked like at any given point in time. Due to the way the software does the archiving the reproduction of the snapshots is defensible in a court of law.
Pagefreezer Software, Inc was chosen to offer this service because it was the only vendor (of the
three contenders) that archives both social media and websites and had archival support for
youtube, and linkedin. We will also have any time direct access to the data to generate snapshot reports.
UNRESOLVED ISSUES: None.
ALTERNATIVES: Do not sign the contract and do not backup our websites and social media channels.
FISCAL EFFECTS: The contract is for a total of $10,671.04 in year one and $10,271.04 for
each subsequent year the city renews. The year one amount is below the amount authorized in the FY15 budget.
Attachments: Pagefreezer Software, Inc. Order Form/Subscription Agreement
Report compiled on: October 16th , 2014
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Archiving
Prepared For
Marina Krob
Marina Krob
Created By
Vince Lebow
PageFreezer Software, Inc.
(888) 916 3999
vince@pagefreezer.com
http://www.pagefreezer.com
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PageFreezer Order Form
Oct. 16, 2014
Quote #2102
Sales person: Vince Lebow
Email: vince@pagefreezer.com
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Subscriptions
Name/Description Price Qty Discount Subtotal
PageFreezer Enterprise Edition $78.56 / Month 7
$549.92 /
Month
Daily archiving of seven (7) City of Bozeman websites including:
http://www.bozeman.net
http://employee.bozeman.net
www.nsurb.net
www.bozemanclimatepartners.net
www.bozemanenergysmackdown.net
www.infobozeman.com
www.bozemanlibrary.org
Pricing has been pro-rated from the previous 'per citizen' model to a flat rate of
USD$78.56 per site per month for Daily Archiving.
PageFreezer Enterprise Edition, including:
Daily Website or Blog Archiving, unlimited URLs per day from up to 8 website domains,
5 administrative users, support for Open Records compliance, Unlimited data transfer,
Unlimited data storage, Public Access Portal, Full Text Search, Timeline & Replay of all
archived sites, Litigation Preparedness, 256-bit Digital Signature & Timestamp on every
archived file, Certified atomic clocks, Litigation Hold Support.7
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Social Media Archiving for US Cities $15.00 / Month 24 15.00%
$306.00 /
Month
City of Bozeman Social Media Channels (a total of 30), including the following:
https://facebook.com/bozemangov
https://www.facebook.com/BozemanAlerts
https://www.facebook.com/BznStreetReport
https://www.facebook.com/BozemanFireDepartment
https://www.facebook.com/bozemanpolice
https://www.facebook.com/BozemanRec
https://www.facebook.com/bozemanwater
https://www.facebook.com/BozemanPublicLibrary
https://www.facebook.com/bozemanED
https://www.facebook.com/BozemanMunicipalBand
https://www.facebook.com/bozemanbikeboard
Twitter
http://twitter.com/CityofBozeman
http://twitter/BozemanWater
http://twitter/BozemanManager
http://twitter/BozemanAlert
http://twitter/BozemanFire
http://twitter/BozemanPolice
http://twitter/BozemanLibrary
http://twitter/BozemanRec
http://twitter.com/BZNStreetReport
Youtube:
www.youtube.com/user/CityofBozeman
www.youtube.com/user/BozemanPublicLibray
www.youtube.com/user/bozemanpolice
LinkedIn:
City of Bozeman - Careers
PageFreezer Social Media Archiving subscription per agency social media account.
Includes account monitoring and archiving at the API (Application Programming
Interface) level and replay of archives on PageFreezer.com. Other features and
benefits include:
- Open Records and FOIA compliant
- adheres to the FRCP (Federal Rules of Civil Procedure)
- 256-bit digital signatures establish data authenticity
- timestamps set against a Certified Atomic Clock
- account monitoring and archiving (scanned once per hour)
- access to data at the API (Application Programming Interface) level
- replay of archives on PageFreezer.com
- public access features - grant access to archives to 3rd parties
- 'mentions' on Twitter can be archived
- schedule email notifications of updated content on Facebook and Twitter
- data export from archive interface to MS Excel (.xls) & Comma-Separated Value
(.csv) formats
- export entire history from account or specific search results'
- archive 'mentions' from any Twitter account
- send invitations from Settin...
Subtotal:$855.92 /
Month
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Services
Name/Description Price Qty Discount Subtotal
Helpdesk Standard $0.00 / Month 1
Weekdays, 9am-5pm PST, excl. holidays, email, phone, web support, online ticket
system, knowledge base, user
documentation.
Set-up and configuration $100.00 / Hour 4
$400.00Set up and configure the website and social media accounts for daily archiving; set up
user account access including user names and passwords; initial troubleshooting and
quality assurance
Subtotal:$400.00
Total cost:$400.00
+ $855.92 / Month
Terms & Conditions
This is a quotation on the goods named, subject to the following conditions:
(i) All prices in USD and excluding sales tax
(ii) PageFreezer Subscription Agreement
(iii) Payment for 6-month period up front
(iv) Terminates annually unless renewed by client
(v) Cloud data storage in our SSAE-16 compliant data center and remote back-up data center
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PageFreezer Subscription Agreement
THIS SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR PURCHASE AND ONGOING USE OF
PAGEFREEZER SERVICES.
BY ACCEPTING THIS AGREEMENT BY EXECUTING AN ORDER FORM THAT REFERENCES THIS
AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS
AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU
HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND
CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS
AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS
AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In
addition, You may not access the Services for purposes of monitoring their availability, performance or functionality,
or for any other benchmarking or competitive purposes.
This Agreement is effective between You and Us as of the last date of execution of this Agreement by You and
PageFreezer.
1 DEFINITIONS
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with
the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more
than 50% of the voting interests of the subject entity.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files,
scripts, agents or programs.
“PageFreezer Services” means the webpage and social media archiving services described in the User Guide.
“Order Form” means the ordering documents for purchases hereunder, including addenda thereto, that are
entered into between You and Us from time to time. Order Forms shall be deemed incorporated herein by
reference.
“Purchased Services” means Services that You or Your Affiliates purchase under an Order Form.
“Services” means the online, Web-based archival services and platform provided by Us for Your Web Sites via
http://www.pagefreezer.com and/or other designated websites, the features and technical limitations of which are
described in the User Guide, and that are ordered by You as part of a 30- day free trial or under an Order Form.
“User Guide” means the online user guide for the Services, accessible via http://www.support.pagefreezer.com,
as updated from time to time. You
acknowledge that You have had the opportunity to review the User Guide.
“Web Sites” means world wide web sites which are registered to You or Your affiliates and which have been
registered by You to use the Services and, for whom subscriptions to a Service have been purchased.
“We,” “Us” or “Our” means PageFreezer Software, Inc., a Canadian corporation, the company described in Article
11 (Who You Are Contracting With,
Notices, Governing Law and Jurisdiction).
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“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and
Affiliates of that company or entity. “Your
Data” means all electronic data or information archived for You by the Purchased Services.
2 PURCHASED SERVICES
2.1 Provision of Purchased Services.
We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms
during a subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any
future functionality or features nor dependent on any oral or written public comments made by Us regarding future
functionality or features.
2.2 Web Site Subscriptions.
Unless otherwise specified in the applicable Order Form, (i) Services are purchased as Web Site subscriptions, (ii)
additional Web Site subscriptions may be added during the subscription term at the same pricing as that for the
pre-existing subscriptions, prorated for the remainder of the subscription term in effect at the time the additional
Web Site subscriptions are added, and (iii) the added Web Site subscriptions shall terminate on the same date as
the pre-existing subscriptions. Web Site subscriptions may be reassigned to a new Web Site replacing a former
Web Site which no longer requires ongoing use of the Services.
3 USE OF THE SERVICES
3.1 Our Responsibilities.
We shall use commercially reasonable efforts to make the Purchased Services available 99.5% of each calendar
month for each Web Site, except for: (a) planned downtime (of which We shall give at least 24 hours notice via the
Purchased Services), or (b) any unavailability caused by circumstances beyond Our reasonable control, including
without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or
other labor problems (other than those involving Our employees), or Internet service provider failures or delays.
Planned downtime will not exceed 4 hours in a calendar month, and planned downtime is not counted when
calculating monthly availability percentage. We will provide the Purchased Services only in accordance with
applicable laws and government regulations.
3.2 PageFreezer Services.
If the Order Form indicates You have purchased the PageFreezer Services, We will use commercially reasonable
efforts to archive and time stamp the Web Site or Web Sites, or portions thereof, indicated in the Order Form at
the frequency specified on the Order Form. As more fully described in the User Guide, the PageFreezer Services
store the archived data at Our data center located in Seattle, Washington and mirror that data to a geographically
remote data center located in the continental United States. During the period of Your subscription We will not
override, change or destroy any archived copy except in connection with migrating the archive to another storage
device and, then, only after a copy has been placed on the storage device to which the archive is being migrated.
3.3 Legal Hold.
If you wish to place a legal hold on some or all of Your data archived by Us, You shall send an email to
legal@pagefreezer.com identifying the pages and dates You would like Us to hold or give Us notice using the web
form made available to You for that purpose on Our website. Within one (1) business day after receipt of Your
request, We will confirm to You that we have received Your request by sending an email to the address We have
on file for You. Within two (2) business days after Our receipt of Your request, We will flag those pages and dates
so that they are identified as not to be deleted and confirm to You by email that this has been done. Within three
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(3) business days after the receipt of Your request, We will export the pages and dates identified by You from the
archives stored on Our servers (the cost of this Service is $1.00 per GB). We will export the data its native format
including the digital signatures and timestamps. We may change the process for implementing a legal hold by
updating the User Guide. Please consult the User Guide for any changes to these procedures.
3.4 Your Responsibilities.
You shall (i) be responsible for making each Web Site available for archiving by Us, (ii) be solely responsible for
the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (iii)
use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us
promptly of any such unauthorized access or use, (iv) ensure that all Your Web Site pages accessed by our
Services are accessible from Internet without restrictions and that Our software and Services are granted access
to all of Your Web Sites, (v) specify Your Web Sites and sub-sites to be within the scope of Our Services, ensure
that Your Web Site and each individual page within the scope of Our Services are accessible to Our software and
Services and resolve any network problems, server overload or availability problems, or any other technical issues
that may affect the accessibility and availability of Your Web Site and each Web Site page, (vi) submit written
requests for any export of data from the archives stored on Our server that You wish to obtain , (vii) use the
Services only in accordance with the User Guide and applicable laws and government regulations, (viii) request
an export of Your data from Our servers after the termination of this Agreement within the time period specified in
Section 10.5 (Return of Your Data) (there is a fee for the data export which will cover the courier costs for the
disks to be shipped to You), and (ix) be responsible for verifying and ensuring that under applicable law the data
generated by Our Services are admissible in court proceedings or any other legal proceedings that You may wish
to utilize the data. You shall not store anything on Your Web Sites that You register for Services that We cannot
lawfully copy.
4 FEES AND PAYMENT FOR PURCHASED SERVICES
4.1 Fees.
You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order
Form, (i) fees are quoted and payable in United States dollars (ii) fees are based on Services purchased and not
actual usage, (iii) payment obligations are non-cancelable except as specified in this Agreement and fees paid are
non-refundable, and (iv) the number of Web Site subscriptions purchased cannot be decreased during the
relevant subscription term stated on the Order Form. Web Site subscription fees are based on monthly periods
that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for Web Site
subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly
periods remaining in the subscription term.
4.2 Invoicing and Payment.
You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative
document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge
such credit for all Services listed in the Order Form for the initial subscription term and any renewal subscription
term(s) as set forth in Section 10.2 (Term of Purchased Web Site Subscriptions). Such payments shall be made in
semi-annual installments in advance. If the Order Form specifies that payment will be by a method other than a
credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless
otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are
responsible for maintaining complete and accurate billing and contact information in the Services.
4.3 Overdue Charges.
If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue
late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law,
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whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future
subscription renewals and Order Forms on payment terms shorter than those specified in Section 4.2 (Invoicing
and Payment).
4.4 Suspension of Service and Acceleration.
If any amount owing by You under this agreement for Our services is 30 or more days overdue (or 10 or more
days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without
limiting Our other rights and remedies, accelerate Your unpaid fee obligations so that all such obligations become
immediately due and payable, and suspend Our services to You until such amounts are paid in full.
4.5 Payment Disputes
We shall not exercise Our rights under Section 4.3 (Overdue Charges) or 4.4 (Suspension of Service and
Acceleration) if the applicable charges are under reasonable and good-faith dispute and You are cooperating
diligently to resolve the dispute.
4.6 Taxes.
Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of
any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local,
state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes
associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You
are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You
provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are
solely responsible for taxes assessable against it based on Our income, property and employees.
4.7 Appropriation.
Payment under this Agreement is contingent on the appropriation of funds by the Bozeman City Commission. If
funding is not approved, You will inform us as soon as is practicable. Services will be terminated as of the date We
receive Your notice. You will be responsible for fees incurred up to and including the date of termination.
5 PROPRIETARY RIGHTS
5.1 Reservation of Rights.
Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the
Services, including all related intellectual property rights. No rights are granted to You hereunder other than as
expressly set forth herein.
5.2 Restrictions.
You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii)
create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other
than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse
engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy
any features, functions or graphics of the Services.
5.3 Ownership of Your Data.
As between Us and You, You exclusively own all rights, title and interest in and to all of Your Data.
5.4 Suggestions.
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We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or
incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback
provided by You, relating to the operation of the Services.
6 CONFIDENTIALITY
6.1 Definition of Confidential Information.
As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing
Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that
reasonably should be understood to be confidential given the nature of the information and the circumstances of
disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the
Services; and Confidential Information of each party shall include business and marketing plans, technology and
technical information, product plans and designs, and business processes disclosed by such party. However,
Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally
known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving
Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party,
(iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was
independently developed by the Receiving Party.
6.2 Protection of Confidential Information.
Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree
of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less
than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose
outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of
the Disclosing Party to those of its employees, contractors and agents who need such access for purposes
consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party
containing protections no less stringent than those herein.
6.3 Protection of Your Data.
Without limiting the above, We shall maintain industry-standard administrative, physical, and technical safeguards
for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b)
disclose Your Data except as compelled by law in accordance with Section 6.4 (Compelled Disclosure) or as
expressly permitted in writing by You, or (c) access Your Data except to provide the Services or prevent or
address service or technical problems, or at Your request in connection with customer support matters.
Should We discover or reasonably believe unauthorized access to Your Data has occurred, We will report to You,
either orally or in writing, any such unauthorized access, use or disclosure as soon as practicable, but in no event
more than one (1) business day after discovery. The report will include, at a minimum, the nature of the
unauthorized access, the Data accessed, who accessed the Data (if known), what We have done to mitigate any
damage to You, and what corrective action We plan to take to prevent future unauthorized access.
6.4 Compelled Disclosure.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do
so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the
extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes
to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential
Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not
contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of
compiling and providing secure access to such Confidential Information.
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7 WARRANTIES AND DISCLAIMERS
7.1 Our Warranties.
We warrant that (i) We have the experience and ability to perform the Services and will perform said Services in a
professional, competent and timely manner, (ii) the Services shall perform materially in accordance with the User
Guide, and the functionality of the Services will not be materially decreased during a subscription term, and (iii)
Our performance of this Agreement shall not infringe upon or violate the rights of any third party, whether rights of
copyright, trademark, privacy, publicity, libel, slander or any other rights of any nature whatsoever, or violate any
federal, state and municipal laws.
7.2 Your Warranties.
You warrant that You own the Web Site that You register for Services. By registering Your Web Site for Services,
You warrant that You have the right to, and hereby grant, Us permission to access Your Web Site with Services,
including, but not limited to, archiving Your Web Site, sub-sites and/or Web Site pages.
7.3 Mutual Warranties.
Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) will not
intentionally transmit to the other party any Malicious Code and will utilize utilize reasonable efforts to detect and
remove Malicious Code from any materials subject to this Agreement by using virus scanning or other similar tools
and techniques.
7.4 Disclaimer.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND,
WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY
DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8 INDEMNIFICATION
8.1 Indemnification by Us.
We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a
third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual
property rights of a third party, and shall indemnify You for any damages finally awarded against, and for
reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You (a) promptly
give Us written notice of the Claim; (b) give Us control of the defense and settlement of the Claim provided that
We may not settle any Claim unless the settlement unconditionally releases You of all liability, and the City shall
have the right to approve the terms of any settlement that restricts its rights granted under this Agreement or
subjects it to any ongoing obligations); and (c) provide to Us upon request all reasonable assistance, at Our
expense.
8.2 Exclusive Remedy.
This Article 8 (Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s
exclusive remedy against, the other party for any type of Claim described in this Article.
9 LIMITATION OF LIABILITY
9.1 Limitation of Liability
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IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST
PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR
PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER
THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED
BY APPLICABLE LAW.
9.2 Additional Limits on Our Liability.
We are not responsible for: (i) Your Web Site or any of Your Web Site pages or data being excluded from Our
Services due to the access limits placed by You on Your Web Site, sub-site, page, and/or Your Data, (ii) Your
Web Site, any sub-site, page, and/or Your Data excluded from Our Services due to not being specified by You as
being in scope of Our Services, (iii) Your Web Site, any sub-site, page, and/or Your Data excluded from Our
Services due to Internet or Your network problems, Your server overload, availability, and/or accessibility
problems, or due to any other technical problems out of our control that may affect availability and/or accessibility
of Your Web Site, any sub-site, page, and/or Your Data, (iv) any negative effect on You by Our Web Site being
offline from time to time for maintenance, (v) loss of Your Data after the termination of this Agreement when You
had failed to request an export of Your Data from Our systems within the data hold period specified in Section
10.5 (Return of Your Data), and (vi) refusal of any court, law enforcement agency, or dispute resolution venue to
accept or recognize for any purpose the data generated by Our Services.
10 TERM AND TERMINATION
10.1 Term of Agreement.
This Agreement commences on the date You accept it and continues until all Web Site subscriptions granted in
accordance with this Agreement have expired or been terminated. If You elect to use the Services for a 30-day
free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at
the end of the 30-day free trial period.
10.2 Term of Purchased Web Site Subscriptions.
Web Site subscriptions purchased by You commence on the start date specified in the applicable Order Form
and continue for the subscription term specified therein. Purchased subscriptions shall terminate at the end of the
subscription term unless the parties agree in writing to renew for additional term(s). The per-unit pricing during
any such renewal term shall be the same as that during the prior term unless We have given You written notice
of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall
be effective upon renewal and thereafter. Any such pricing increase shall not exceed 10% over the pricing for the
relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated
in the relevant Order Form as promotional or one-time.
10.3 Termination
10.3.1 For Convenience.
You may terminate this agreement for any reason upon 30 days written notice to Us.
10.3.2 For Cause.
A party may terminate this Agreement for cause: (i) upon 10 days written notice to the other party of a material
breach if such breach remains uncured at the expiration of such period, or (ii) immediately upon written notice if
the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency,
receivership, liquidation or assignment for the benefit of creditors.
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10.4 Refund or Payment upon Termination.
Upon any termination, We shall refund You any prepaid fees covering the remainder of the term of all
subscriptions after the effective date of termination. Upon any termination by Us, You shall pay any unpaid fees
payable to Us for the period prior to and including the effective date of termination.
10.5 Return of Your Data.
Upon request by You made within 30 days after the effective date of termination of a Purchased Services
subscription, We will make available to You for download a file of Your Data in their native format along with
attachments in their native format. After such 30-day period, We shall have no obligation to maintain or provide
any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or
otherwise in Our possession or under Our control.
10.6 Surviving Provisions.
Articles 4 (Fees and Payment for Purchased Services), 5 (Proprietary Rights), 6 (Confidentiality), 8
(Indemnification), 9 (Limitation of Liability), 11 (Who You Are Contracting With, Notices, Governing Law and
Jurisdiction) and 12 (General Provisions) and Sections 7.4 (Disclaimer), 10.4 (Refund or Payment upon
Termination), 10.5 (Return of Your Data) shall survive any termination or expiration of this Agreement.
11 NOTICES, GOVERNING LAW AND JURISDICTION
11.1 General.
Notices required by this Agreement shall be sent to:
PageFreezer Software, Inc.
200 - 311 Water Street, Vancouver BC Canada V6B 1B8
Attn: Michiel Riedijk
City of Bozeman
121 N. Rouse Ave.
P.O. Box 1230
Bozeman, MT 59771-1230
Attn: Scott McMahan, IT Manager
11.2 Manner of Giving Notice.
Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in
writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after
mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after
sending by email. Notices to You shall be addressed to the system administrator designated by You for Your
relevant Services account, and in the case of billing-related notices, to the relevant billing contact designated by
You.
11.3 Agreement to Governing Law and Jurisdiction.
Each party agrees to the applicable governing law of British Columbia, Canada without regard to choice or
conflicts of law rules, and to the exclusive jurisdiction of the court in the county or province where the defendant
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or respondent in the dispute resides.
12 GENERAL PROVISIONS
12.1 Export Compliance.
Each party shall comply with the export laws and regulations of the United States and other applicable
jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is
not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) You shall
not permit use Services in violation of any U.S. export embargo, prohibition or restriction.
12.2 Relationship of the Parties.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture,
agency, fiduciary or employment relationship between the parties.
12.3 No Third-Party Beneficiaries.
There are no third-party beneficiaries to this Agreement.
12.4 Waiver and Cumulative Remedies.
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that
right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of,
any other remedies of a party at law or in equity.
12.5 Severability.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision
shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to
the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12.6 Attorney Fees.
In the event it becomes necessary for either Party to this Agreement to retain an attorney to enforce any of the
terms or conditions of this Agreement or to give any notice required herein, then the prevailing Party or the Party
giving notice shall be entitled to reasonable attorney's fees and costs, including fees, salary, and costs of in-house
counsel to include the Bozeman City Attorney.
12.7 Assignment.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise,
without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the
foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the
other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or
substantially all of its assets. A party’s sole remedy for any purported assignment by the other party in breach of
this paragraph shall be, at the non- assigning party’s election, termination of this Agreement upon written notice to
the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the
remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this
Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.8 Entire Agreement.
This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement
between the parties and supersedes all prior and contemporaneous agreements, proposals or representations,
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written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this
Agreement shall be effective unless in writing and either signed or accepted electronically by the party against
whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or
inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any
Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to
the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding
Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall
be null and void.
12.9 Nondiscrimination
PageFreezer will have a policy to provide equal employment opportunity in accordance with all applicable state
and federal anti-discrimination laws, regulations, and contracts. PageFreezer will not refuse employment to a
person, bar a person from employment, or discriminate against a person in compensation or in a term, condition,
or privilege of employment because of race, color, religion, creed, political ideas, sex, age, marital status, national
origin, actual or perceived sexual orientation, gender identity, physical or mental disability, except when the
reasonable demands of the position require an age, physical or mental disability, marital status or sex distinction.
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THE PAGEFREEZER SUBSCRIPTION AGREEMENT IS AGREED TO AND ACCEPTED BY:
The City of Bozeman PageFreezer Software Inc.
By: ___________________________ By: ___________________________
NAME: NAME: Michiel Riedijk
TITLE: TITLE: CEO
DATE: DATE:
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