HomeMy WebLinkAboutSpringCM; 2017-09-15;SpringCM® CORPORATE MASTER SUBSCRIPTION AND SERVICES AGREEMENT
This SpnngCM® CORPORATE MASTER SUBSCRIPTION AND SERVICES AGREEMENT, including any exhibits and other attachments
hereto and any Orders and SOWs (each as defined below) entered into by the Parties hereunder (all of the foregoing, collectively, this
"Agreement"), is made effective as of September 15, 2017 ("Effective Date") between SpringCM Inc. ("SpringCM"), a Delaware corporation
with offices at 180 North LaSalle Street, Sixth Floor, Chicago, Illinois 60601, and City of Carlsbad ("Customer"), with offices at 1635 Faraday
Avenue, Carlsbad, CA 92008. SpringCM and Customer may be referred to herein individually as a "Party" and collectively as the "Parties."
SpringCM and Customer hereby agree to the foregoing and as follows:
1. OVERVIEW
1.1 Scope. This Agreement sets forth the terms pursuant to
which Customer may purchase, and SpringCM will provide,
subscriptions to SpringCM's proprietary, online-hosted "Enterprise
Content Management" software applications and platform
solutions, and certain related software applications designed for
installation on Customer's and its Users' (as defined in Section 2.3)
computers and mobile devices (any such subscription, a
"Subscription," and any such software application or solution, a
"Solution"), and various implementation, configuration, and other
professional services related to the Solutions ("Professional
Services" or "PS").
1.2 Orders. The Parties may from time to time execute: (a)
SpringCM Customer Order Forms (each, an "Order") for
Subscriptions to any of the Solutions or other purchases; and (b)
Statements of Work (each, an "SOW') for PS related to the
Solutions. Each Order shall describe the applicable Solution,
Subscription Order Term (as defined in Section 7.2), related fees,
User details and other Usage Parameters (as defined in Section
2 3) or other relevant details. Each SOW shall describe the PS to
be provided by SpringCM, Customer's obligations and the related
fees. Each Order and each SOW agreed to by the Parties shall
reference and be subject to the terms of this Agreement and may
contain additional terms applicable to a specific Solution or to PS.
2. SOLUTIONS
2.1 Access. Subject to the terms of this Agreement and any
applicable Orders, SpringCM hereby grants Customer a limited,
non-exclusive, non-transferable (subject to Section 12.8), non-
sublicenseable right and license to access and use, during the
applicable Subscription Order Term and solely for Customer's
internal business purposes, each Solution for which Customer has
purchased a Subscription hereunder. All rights not expressly
granted to Customer herein are reserved by SpringCM and its
licensors. As soon as commercially reasonable after execution of
any given Order, SpringCM shall make the applicable Solution
available for use by Customer in accordance with such Order.
Customer may, pursuant to the rights granted above in this
Section, but subject to all other terms of this Agreement, permit its
Affiliates (as defined in Section 2.2), as well as other third-party
Users (as defined in Section 2.3), to access and use the Solutions
to which Customer then has Subscriptions, solely as necessary for
such Affiliates to conduct their business or for such other third-
party Users to assist or perform duties for Customer and its
Affiliates in the operation of their businesses; provided, however,
that any third party permitted to access any Solution (or portion
thereof) hereunder shall first be bound by written obligations of
confidentiality substantially equivalent to those contained in
Section 6 with respect to Confidential Information of SpringCM's.
2.2 Customer Affiliates. Affiliates (as defined below) of
Customer that have not entered into a separate agreement directly
with SpringCM shall be entitled to use and access the Solutions
through Customer's account hereunder, subject to all restrictions
and obligations of Customer contained herein. Customer shall be
responsible for any such Affiliates' compliance with the terms of
this Agreement, including the obligations of confidentiality
contained herein, and for any breach of this Agreement by any of
its Affiliates. Use of the Solutions by Customer Affiliates shall, for
purposes of this Agreement, be deemed use by Customer. An
"Affiliate" of either Party means any person or entity that, directly
or indirectly, controls, is controlled by, or is under common control
with such Party. For this purpose, "control" means the possession
of the power to direct, or to cause the direction of, the day-to-day
management, operation, and policies of any given person or entity.
2.3 Permitted Use. Customer may permit no more than the
permitted types and numbers of Users, User logins or IDs,
quantities of storage, numbers of application programming
interface ("API") calls, and other applicable usage parameters
(collectively, "Usage Parameters") specified in each Order to
access and use the corresponding Solutions. "Users" means
individuals that Customer defines or provisions in the Solutions'
address book as being permitted to use the Solutions, including
Customer's and its Affiliates' respective employees, as well as any
third-party consultants, contractors, and agents that assist or
perform duties for Customer or its Affiliates in the operation of their
businesses. User logins and IDs may not be shared or used by
more than one individual during any given period of time. However,
Customer may delete and add User logins or IDs from time to time,
as reasonably necessary to accommodate changes in personnel
and duties, subject at all times to any applicable Usage
Parameters (e.g., limits on the number of permitted Users).
Customer shall be responsible and liable for all access to and use
of the Solutions by any Users or otherwise occurring under
Customer's Subscriptions, logins, or IDs, regardless of by whom.
Customer shall notify SpringCM immediately of any unauthorized
use of any User login or ID associated with Customer's
Subscriptions or any other actual or suspected breach of security
regarding the Solutions of which Customer becomes aware.
2.4 Prohibited Conduct. Except as expressly permitted by this
Agreement, Customer shall not, directly or indirectly, without the
express, prior written consent of SpringCM: (a) use or permit the
use of, reproduce, distribute, modify, encumber, time-share,
license, sublicense, rent, lease, sell, resell, transfer, or otherwise
make available to any third party any of the Solutions; (b) reverse
engineer, decompile, disassemble, extract, or otherwise derive or
attempt to derive the source code of any Solution or other software
provided or made available by SpringCM; (c) defeat or attempt to
defeat any security mechanism of any Solution or of the Web
site(s) from which they are made available; (d) remove, obscure or
alter any trademark or copyright, confidentiality or other rights
notice or legend appearing on or in any Solution or other materials
provided or made available by SpringCM; or (e) knowingly permit
SpringCM® CORPORATE MASTER SUBSCRIPTION AND SERVICES AGREEMENT-Updated 06/09/2015 1
any third party to do any of the foregoing. Customer shall not use
any Solution (i) to send unsolicited messages via fax or email in
violation of applicable law; (ii) to store, send, or provide access to
obscene or otherwise illegal materials; (iii) to store, send, or
provide access to materials that would infringe any intellectual
property right or violate any privacy right of any third party; or (iv)
in any manner that does not comply with applicable laws and
regulations. If, 1n SpringCM's reasonable determination,
Customer's use of any Solution is not in accordance with this
Agreement or is otherwise impeding the normal use of the
Solutions, or interfering with or jeopardizing the integrity,
operations or security of the Solutions, SpringCM's network or
systems, or any third-party systems with which the Solutions are
interconnected (e.g., if a User uploads a corrupted file, or if
1nit1ation or use of a Customer-developed workflow impairs use of
the Solution), then SpringCM may suspend Customer's (or any
User's) access to and use of the affected portion or functionality of
the applicable Solution, to the extent, and only for as long, as is
reasonably necessary to resolve the issue. SpringCM shall
promptly notify Customer of any such suspension (via email or
telephone, and in advance, except in urgent or emergency
situations), explaining the reasons for the suspension, and the
Parties shall diligently cooperate and work together in good faith
to resolve the issue and restore Customer's and all Users' full use
of the Solutions, as soon as reasonably practicable.
3. SPRINGCM RESPONSIBILITIES
3.1 Professional Services. Subject to this Agreement and the
additional terms for Professional Services provided in Exhibit A
attached hereto, SpringCM shall perform the PS described in any
SOW executed by the Parties under this Agreement
3.2 Support. SpringCM shall provide telephone, online help
desk, and email administrative and technical support for the
Solutions to Customer as described in Exhibit B attached hereto
("Support").
3.3 Availability. SpnngCM will make the on line hosted Solutions
available to Customer as described in Exhibit C attached hereto.
3.4 Data Security. SpringCM shall use commercially reasonable
efforts to maintain the security and integrity of the Solutions, and
of any Customer Content (as defined in Section 5.2) stored in the
Solutions, using the capabilities of currently available technologies
and in accordance with prevailing industry practices and
standards
4. FEES AND PAYMENT
4.1 Fees. Customer shall pay SpringCM the fees specified or
described in any Order and SOW for the corresponding Solutions
and PS. Unless expressly otherwise provided in the applicable
Order, SpringCM may adjust the pricing applicable to any renewal
of any Subscription Order Term to the pricing then generally made
available by SpringCM, by providing Customer with written notice
thereof at least forty-five (45) days prior to the scheduled end of
the then-current Subscription Order Term (but in no event shall
any such adjustment increase fees by more than five percent (5%),
in comparison with the fees in effect under the applicable Order
immediately prior to the adjustment). Subject to the immediately
preceding sentence, unless expressly otherwise provided in the
applicable Order, the fees applicable to any additional Order
increasing the number of Subscriptions (or Usage Parameters)
that Customer then has with respect to any given Solution
pursuant to a previously executed Order, shall be charged at the
same rates as those then currently applicable to Customer's use
of the Solution under the previous Order. The Subscription Order
Term of the additional Order shall be coterminous with that of the
initial Order for the Solution, and the applicable fees shall be
appropriately prorated for the then-remaining portion of the
Subscription Order Term under the initial Order. Customer may
reduce the number of Subscriptions (or the Usage Parameters)
under any Order, and the associated fees, only upon renewal of
the Subscription Order Term of such Order, by providing Spring CM
with written notice thereof at least thirty (30) days prior to the
scheduled end of the then-current Subscription Order Term.
4.2 Invoicing and Payment. SpringCM shall invoice Customer
for the fees payable hereunder in accordance with the payment
schedule indicated in the applicable Order or SOW. Unless
expressly otherwise provided in the applicable Order or SOW, all
invoiced amounts are due and payable within thirty (30) days after
the date of the applicable invoice or the due date otherwise
indicated in the applicable Order (except that, if requested by
Customer, SpringCM shall automatically charge the credit card
specified by Customer on the date of the applicable invoice). Any
amount due hereunder and not received by SpringCM by the
applicable due date shall bear an additional charge of one and
one-half percent (1.5%) per month (or the maximum rate
permissible under applicable law, if less than the foregoing) from
the date due until paid. SpringCM reserves the right to suspend
Customer's use of the Solutions at any time until all then-unpaid,
past-due fees are paid in full. SpringCM shall be entitled to
reimbursement of reasonable collection costs and attorney fees in
the event SpringCM retains a collection firm or legal counsel due
to Customer's nonpayment of fees. Except as expressly provided
herein, all fees are nonrefundable, and payment obligations
cannot be canceled, regardless of actual usage of the Solutions.
4.3 Taxes. Fees do not include, and Customer shall pay, all
sales, use, and other taxes imposed by law on Customer in
connection with this Agreement and the provision of the Solutions
and PS to Customer, excluding taxes on SpringCM's income.
5. PROPRIETARY RIGHTS
5.1 SpringCM. The Solutions (including all associated computer
software (whether in source code, object code or other form),
databases, indexing, search, and retrieval methods and routines,
HTML, active server pages, intranet pages, and similar materials)
and all intellectual property and other rights, title, and interest
therein (including copyrights, trade secrets, and all rights in
patents, compilations, inventions, improvements, modifications,
extensions, enhancements, configurations, derivative works,
discoveries, processes, methods, designs and know-how
(regardless of whether copyrightable or patentable) pertaining to
any of the foregoing (all of which shall be deemed part of the
Solutions), whether conceived by SpringCM alone or in
conjunction with others, constitute Confidential Information and the
valuable intellectual property, proprietary material, and trade
secrets of SpringCM and its licensors and are protected by
applicable intellectual property laws of the United States and other
countries. Except for the rights expressly granted to Customer in
this Agreement, all rights in and to the Solutions and all of the
foregoing elements thereof (including the rights to any work
product resulting from PS and those to any modification,
extension, improvement, enhancement, configuration or derivative
work of the Solutions or any of the foregoing elements thereof) are
and shall remain solely owned by SpringCM and its respective
licensors, and Customer hereby assigns any such rights to
SpringCM. SpringCM may use and provide Solutions and PS to
others that are similar to those provided to Customer hereunder,
and SpringCM may use in its engagements with others any
SpringCM® CORPORATE MASTER SUBSCRIPTION AND SERVICES AGREEMENT-Updated 06/09/2015 2
knowledge, skills, experience, ideas, concepts, know-how and
techniques used or gained in the provision of the Solutions or PS
to Customer, provided that, in each case, no Customer Content is
disclosed thereby.
5.2 Customer. As between the Parties, Customer owns and
shall retain all right, title, and interest in and to any data, media,
and content, in the form of documents or otherwise, provided or
uploaded by Customer or its Users to the Solutions ("Customer
Content"). Customer grants to SpringCM a non-exclusive, non-
transferable (subject to Section 12.8) right and license to copy,
store, transmit and otherwise use the Customer Content during the
Agreement Term (as defined in Section 7.1) solely as necessary
and appropriate for SpringCM to fulfill its obligations under this
Agreement
6. CONFIDENTIALITY AND PRIVACY
6.1 Definition. In performance under this Agreement, each Party
will have access to certain Confidential Information of the other
Party or that the other Party is required to maintain as confidential
pursuant to agreements with third parties. As used herein,
"Confidential Information" means, with respect to either Party, all
written or oral information disclosed to the other Party that relates
to the business or operations of the disclosing Party and that is
1dent1fied as confidential at the time of disclosure or that ought
reasonably to be understood and treated as confidential, including,
but not limited to, technical and non-technical data, marketing and
promotional information, software programs and code (regardless
of form or language), methods, techniques, strategies, processes,
customer, employee and supplier information, trade secrets,
distribution methods, and pricing and financial data. SpringCM's
Confidential Information includes the Solutions and any associated
documentation provided by SpringCM, all of which are deemed to
constitute and comprise trade secrets of SpringCM. Customer's
Confidential Information includes Customer Content.
Notwithstanding the foregoing, Confidential Information shall not
include information if and only to the extent the receiving Party
establishes that the information: (a) is or has become part of the
public domain through no act or omission of the receiving Party;
(b) was already in the receiving Party's lawful possession prior to
disclosure hereunder, without obligations of confidentiality; (c) was
rightfully communicated to the receiving Party, without obligations
of confidentiality, by a third party not bound by confidentiality
obligations with respect thereto; or (d) was independently
developed by the receiving Party without use of the other Party's
Confidential Information
6.2 Restrictions. Each Party shall use at least the same efforts
that it uses to protect its own confidential and proprietary
information (but not less than reasonable care) to: (a) hold the
Confidential Information of the other Party in confidence and
protect such Confidential Information from disclosure to third
parties; (b) use and reproduce the Confidential Information of the
other Party only for the purposes described herein; (c) restrict
access to the Confidential Information of the other Party to such of
its Affiliates and their respective personnel, agents, and
consultants as have a need for access and who are subject to
legally binding obligations of confidentiality substantially similar to
those set forth herein; and (d) upon termination or expiration of this
Agreement or the request of the other Party, return or destroy all
Confidential Information of the other Party then in its possession
or control; provided, however, that: (i) if a legal proceeding has
been instituted to seek disclosure of the Confidential Information
or with respect to which the Confidential Information is material,
such Confidential Information shall not be destroyed until the
proceeding is settled or a final judgment with respect thereto has
been rendered; and (ii) any Confidential Information of the other
Party held in archives or back-up systems of the receiving Party
shall be allowed to expire and be deleted or destroyed in
accordance with the receiving Party's reasonable archiving or
backup policies that are consistent with industry standards. As
between the Parties, each Party's Confidential Information shall be
and remain solely the property of such Party. Each Party may
disclose and retain Confidential Information of the other Party to
the extent required: (x) in order to comply with the order of a court
or other governmental body, or as otherwise necessary to comply
with applicable law, provided that the Party required to make such
disclosure first provides, unless prohibited by applicable law,
written notice to the other Party, affording it an opportunity to
obtain a protective order; or (y) to establish or enforce such Party's
rights under this Agreement.
6.3 Duration. Each Party's obligations with respect to
Confidential Information set forth in this Section 6 shall continue in
force and effect throughout the Agreement Term and: (a) with
respect to Confidential Information that constitutes a trade secret
under applicable law, for as long as, without breach hereof, such
trade secret status is maintained; and (b) with respect to any other
Confidential Information, for a period of five (5) years after
termination or expiration of this Agreement.
6.4 Privacy. SpringCM shall take commercially reasonable
steps to safeguard the privacy of personally identifiable
information and data ("Personal Information") stored using the
Solutions. SpringCM's current practices in this regard are set forth
in the SpringCM Privacy Policy posted on SpringCM's Web site,
as updated by SpringCM from time to time in accordance with its
terms.
7. TERM AND TERMINATION
7.1 Agreement Term. The term of this Agreement (the
"Agreement Term") shall commence on the Effective Date and
shall continue until no Subscriptions, Orders, or SOWs remain in
force and effect as described in this Section 7.
7.2 Subscription Term. Except as otherwise provided in
Section 4.1, the term of any given Order for Subscriptions (the
"Subscription Order Term") shall commence on the start date
indicated in the Order for the applicable Subscriptions and, unless
earlier terminated in accordance with this Agreement, will continue
for the period specified therein.
7.3 SOW Term. Each SOW shall take force and effect on the
date executed by both Parties or as otherwise stated therein and,
unless earlier terminated in accordance with this Agreement, shall
continue until all PS to be provided thereunder have been
completed ("SOW Term").
7.4 Automatic Renewal. UNLESS AND UNTIL TERMINATED
BY EITHER PARTY IN ACCORDANCE WITH THIS
AGREEMENT OR EITHER PARTY PROVIDES WRITTEN
NOTICE OF NON-RENEWAL TO THE OTHER PARTY AT
LEAST THIRTY (30) DAYS PRIOR TO THE SCHEDULED END
OF THE THEN-CURRENT SUBSCRIPTION ORDER TERM, THE
SUBSCRIPTION ORDER TERM OF EACH ORDER SHALL
AUTOMATICALLY RENEW AND BE EXTENDED UPON ITS
EXPIRATION (REGARDLESS OF WHETHER PREVIOUSLY
RENEWED OR EXTENDED) FOR A PERIOD OF THE SAME
DURATION AS THE SUBSCRIPTION ORDER TERM
SPECIFIED ON SUCH ORDER.
7.5 Termination for Breach. Either Party may terminate this
Agreement and all Orders and SOWs then in effect (or, at such
Party's option, the individual Orders or SOWs affected by the
SpringCM® CORPORATE MASTER SUBSCRIPTION AND SERVICES AGREEMENT-Updated 06/09/2015 3
applicable breach), immediately and without penalty, upon
providing written notice thereof to the other Party, if the other Party
materially breaches this Agreement and, if such breach is curable,
fails to cure such breach within thirty (30) days after receiving
written notice reasonably describing the breach from the non-
breaching Party (except that the applicable cure period shall be
fifteen ( 15) days with respect to a breach by Customer of its
payment obligations hereunder). In the event of Customer's
material breach, SpringCM may, depending on the severity of the
breach, immediately suspend Customer's access to the Solutions,
to the extent and for as long as SpringCM reasonably determines
is necessary to resolve the issue and cure the breach. SpringCM
will notify Customer of any such suspension within a reasonable
period of time, via email or telephone.
7.6 Effects of Termination. Upon any termination of this
Agreement or any termination or expiration of any Order: (a) all
Subscriptions and rights and licenses granted to Customer herein
to the associated Solutions shall automatically terminate and be
revoked: (b) Customer shall immediately cease use of such
Solutions; (c) each Party shall, subject to Sections 6.2 and 7.7,
immediately discontinue all use of the other Party's Confidential
Information and return to the other Party (or, at the other Party's
option, destroy) all copies of the other Party's Confidential
Information then in such Party's possession or control; and (d)
Customer shall promptly pay to SpringCM all outstanding amounts
that accrued or became payable under this Agreement or any
applicable Order or SOW through the effective date of termination
or expiration, plus, in the event of any termination of this
Agreement other than by Customer pursuant to Section 7.5, all of
the Subscription fees that were to be payable for any then-
remaining portion of the Subscription Order Term under any Order,
as such Subscription Order Term had been scheduled
immediately prior to the termination. Any termination of this
Agreement shall simultaneously terminate any Orders and SOWs
then in effect.
7.7 Return of Customer Content. Certain Solutions may
include functionality that permits Customer to, at any time during
the Subscription Order Term, download a copy of the Customer
Content then stored in such Solutions. In addition, if requested by
Customer within thirty (30) days after the effective date of
termination of this Agreement or termination or expiration of an
applicable Order, SpringCM will (provided that Customer has paid
SpringCM any outstanding amounts then due and payable under
this Agreement) make available to Customer, for downloading or
physical delivery, a file of Customer Content (with metadata in
comma separated value (.csv) format, and documents or other
files in the native format in which they are then stored in the
Solutions (e.g ... docx or .pdf), unless another industry-standard
format is requested by Customer and mutually agreed upon by the
Parties), with the fees therefor charged at SpringCM's then-
prevailing rates. After such thirty (30) day period, SpringCM shall
have no obligation to maintain or provide any Customer Content
and may, unless prohibited by applicable law, delete all Customer
Content in its systems or otherwise in its possession or control.
8. WARRANTIES
8.1 Solutions and Professional Services. SpringCM warrants,
for Customer's benefit alone, that (a) throughout the applicable
Subscription Order Term, each Solution will perform without
material defect or error in its principal features and functions, and
(b) the PS will be performed in a competent, professional and
workmanlike manner in material accordance with standards
common and prevalent in the industry and with the requirements
contained in the applicable SOW (provided that, with respect to
either clause (a) or clause (b), Customer must notify SpringCM in
writing of any failure to conform to the foregoing warranties within
thirty (30) days after, as applicable, the material defect or error was
first encountered or the applicable PS were performed).
8.2 Exclusive Remedies. As Customer's sole and exclusive
remedies for any failure of any Solutions or PS, as applicable, to
conform to their respective warranties set forth in Section 8.1, and
as SpringCM's entire liability for any breach of those warranties,
SpringCM shall, if Customer notifies SpringCM in writing and in
reasonable detail of the nature and extent of such failure within the
applicable period stated in Section 8.1: (a) in the case of a breach
of the warranty set forth in clause (a) of Section 8.1, use
commercially reasonable efforts to correct such failure; or (b) in
the case of a breach of the warranty set forth in clause (b) of
Section 8.1, re-perform the affected PS. If the foregoing remedies
are not commercially reasonable or practicable, SpringCM may, in
its discretion, terminate this Agreement (or the applicable Order,
Subscription, or SOW) upon providing Customer with written
notice thereof, and, in such event (as Customer's sole and
exclusive remedy and SpringCM's entire liability), refund to
Customer: (i) in the case of breach of the warranty set forth in
clause (a) of Section 8.1, any Subscription fees paid by Customer
with respect to the then-remaining or unexpired portion of the
current Subscription Order Term for the non-conforming Solution;
or (ii) in the case of breach of the warranty set forth in clause (b)
of Section 8.1, any fees paid by Customer for the portion of PS
giving rise to the breach.
8.3 Exclusions. The warranties in Section 8. 1 shall not apply to
the extent that any failure to conform with such warranties arises
or results from causes outside of SpringCM's reasonable control,
including: (a) Customer's misuse, modification, or configuration of
a Solution; (b) use of a Solution in a manner other than that
described or recommended in the applicable online "Help" feature
of the Solution; (c) use of a Solution with computer software or
equipment other than those recommended in SpringCM's
published specifications; or (d) other causes within Customer's
computing environment or otherwise within the control of
Customer or third parties not under SpringCM's direction or
control, including problems or issues with third-party software
applications, hardware, network, or Internet connectivity.
9. DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN
SECTION 8, NEITHER SPRINGCM NOR ITS LICENSORS,
EMPLOYEES, AGENTS, DISTRIBUTORS, MARKETING
PARTNERS, RESELLERS, PARENT, AFFILIATES OR
SUBSIDIARIES MAKE ANY EXPRESS OR IMPLIED
WARRANTIES OR REPRESENTATIONS (WHETHER ORAL OR
WRITTEN, EXPRESS, IMPLIED, OR STATUTORY) WITH
RESPECT TO THE SOLUTIONS, ANY RELATED
DOCUMENTATION, ANY PS, OR OTHERWISE IN
CONNECTION WITH THIS AGREEMENT. WITHOUT LIMITING
THE FOREGOING, ANY IMPLIED WARRANTIES OR
CONDITIONS (INCLUDING, BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE), AND ANY WARRANTIES
THAT MIGHT ARISE THROUGH USAGE OF TRADE OR
CUSTOM, COURSE OF DEALING, OR COURSE OF
PERFORMANCE, ARE EXPRESSLY EXCLUDED AND
DISCLAIMED. SPRINGCM DOES NOT WARRANT THAT THE
SOLUTIONS ARE WITHOUT DEFECT OR ERROR, WILL MEET
CUSTOMER'S REQUIREMENTS, OR WILL BE
SpringCM® CORPORATE MASTER SUBSCRIPTION AND SERVICES AGREEMENT-Updated 06/09/2015 4
CONTINUOUSLY AVAILABLE OR APPROPRIATE FOR
CUSTOMER'S PARTICULAR USE.
10. LIMITATIONS OF LIABILITY
10.1 EXCLUSIONS. NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT OR ANY OTHER AGREEMENT BETWEEN THE
PARTIES TO THE CONTRARY, EXCEPT FOR ANY CLAIMS
SUBJECT TO (OR AMOUNTS PAYABLE PURSUANT TO)
EITHER PARTY'S OBLIGATIONS OF INDEMNIFICATION
UNDER SECTION 11 AND CLAIMS ARISING FROM A PARTY'S
INTENTIONAL OR RECKLESS ACTS (BUT SUBJECT TO THE
CUMULATIVE, AGGREGATE MONETARY CAP OF $100,000),
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY
INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES (INCLUDING LOST PROFITS, COSTS OF
DELAY, FAILURE OF DELIVERY, BUSINESS INTERRUPTION,
DATA LOSS, DAMAGE OR DISCLOSURE, OR LIABILITIES TO
THIRD PARTIES ARISING FROM ANY SOURCE),
REGARDLESS OF THE NATURE OF THE CLAIM, EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. IN ANY EVENT (BUT WITHOUT LIMITING
ANY AMOUNTS RIGHTFULLY OWED BY CUSTOMER TO
SPRINGCM PURSUANT TO THE TERMS OF THIS
AGREEMENT THAT HAVE NOT YET BEEN PAID), EXCEPT
FOR ANY CLAIMS SUBJECT TO (OR AMOUNTS PAYABLE
PURSUANT TO) EITHER PARTY'S OBLIGATIONS OF
INDEMNIFICATION UNDER SECTION 11, THE CUMULATIVE,
AGGREGATE LIABILITY OF EACH PARTY FOR ANY AND ALL
CLAIMS ARISING FROM OR RELATING TO THIS
AGREEMENT, WHETHER IN CONTRACT, TORT, STRICT
LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT
EXCEED THE TOTAL AMOUNT OF FEES PAID TO SPRINGCM
BY CUSTOMER UNDER THE APPLICABLE ORDER OR SOW
RELATED TO THE CLAIM DURING THE TWELVE (12) MONTH
PERIOD IMMEDIATELY PRECEDING THE DATE SUCH
LIABILITY AROSE. THE FOREGOING LIMITATIONS OF
LIABILITY AND EXCLUSIONS OF CERTAIN TYPES OF
DAMAGES SHALL APPLY WITHOUT REGARD TO WHETHER
ANY PROVISIONS OF THIS AGREEMENT HAVE BEEN
BREACHED, HAVE PROVEN INEFFECTIVE, OR HAVE FAILED
OF THEIR ESSENTIAL PURPOSE; PROVIDED HOWEVER
THAT THE CUMULATIVE, AGGREGATE LIABILITY OF EACH
PARTY FOR ANY AND ALL CLAIMS ARISING FROM ITS
INTENTIONAL OR RECKLESS ACTS SHALL NOT EXCEED
ONE HUNDRED THOUSAND ($100,000) DOLLARS.
10.2 BASIS OF THE BARGAIN. THE PROVISIONS OF
SECTIONS 8.2, 8.3, 9, AND 10 OF THIS AGREEMENT ARE ALL
FUNDAMENTAL AND SPECIFIC REQUIREMENTS OF THE
BASIS OF THE BARGAIN BETWEEN CUSTOMER AND
SPRINGCM, AND SPRINGCM WOULD NOT BE ABLE TO
PROVIDE THE SOLUTIONS OR PS WITHOUT EACH SUCH
PROVISION.
11. INDEMNIFICATION
11.1 Infringement. SpringCM shall defend, indemnify, and hold
Customer harmless from and against any claims, actions, and
other proceedings ("Claims"), and shall pay all losses, damages,
liabilities, settlements, judgments, awards, interest, civil penalties,
and reasonable expenses (collectively, "Losses," and including
reasonable attorneys' fees and court costs), to the extent arising
out of any Claims by any third party that a Solution (excluding any
Customer Content and other material provided by, or included at
the direction of, Customer) infringes a valid U.S. copyright or U.S
patent issued as of the date of the applicable Order. In the event
of such a Claim, if SpringCM determines that an affected Solution
is likely, or if the Solution is determined in a final. non.-appealable
judgment by a court of competent jurisdiction, to infringe a valid
U.S. copyright or U.S. patent issued as of the date of the applicable
Order, SpringCM will, in its discretion: (a) replace the affected
Solution; (b) modify the affected Solution to render It non-
infringing; or (c) terminate this Agreement or the applicable Order
with respect to the affected Solution and refund to Customer any
prepaid fees for the then-remaining or unexpired portion of .the
Subscription Order Term. Notwithstanding the foregoing,
SpringCM shall have no obligation to indemnify,. d.efend, or hold
Customer harmless from any Claim to the extent It Is based upon:
(i) a modification to any Solution by Customer (or by anyone under
Customer's direction or control, or using logins, IDs or passwords
assigned to Customer); (ii) a modificaUon made by SpringCM
pursuant to Customer's required instructions or spec1f1cat1ons min
reliance on materials or information provided by Customer; or (111)
the use by Customer (or by anyone under Customer's direction or
control or using logins, IDs or passwords assigned to Customer)
of any Solutions other than in accordance with this Agreeme.nt.
This Section 11.1 sets forth Customer's sole and exclusive
remedy, and SpringCM's entire liability, for any Claim that the
Solutions or any other materials provided by SpringCM violate or
infringe upon the rights of any third party. . .
11.2 Third Party Claims. Customer shall defend, indemnify, and
hold SpringCM harmless from and against any Claims, and shall
pay all Losses, to the extent arising out of or related to .(a)
Customer's (or that of anyone authorized by Customer or using
logins, IDs or passwords assigned to Customer) use or
modification of any Solution; (b) any Customer Content; or (c)
Customer's violation of applicable law.
11.3 Defense. With regard to any Claim subject to indemnification
pursuant to this Section 11: (a) the Party seeking indemnification
shall promptly notify the indemnifying Party upon becoming aware
of the Claim; (b) the indemnifying Party shall promptly assume sole
defense and control of such Claim upon becoming aware thereof;
and (c) the indemnified Party shall reasonably cooperate with the
indemnifying Party regarding such Claim. Nevertheless, the
indemnified Party may reasonably participate in such defense, at
its expense, with counsel of its choice, but shall not settle any such
Claim without the indemnifying Party's prior written consent. The
indemnifying Party shall not settle or compromise any Claim in any
manner that imposes any obligations upon the indemnified Party
without the prior written consent of the indemnified Party.
12. GENERAL
12.1 Changes to the Solutions. SpringCM expressly reserves
the exclusive right to, without prior notice, at any time and from
time to time: (a) offer new, additional, or substitute Solutions; and
(b) modify, amend, or discontinue offering all or any. particular
Solutions. Nevertheless, during any given Subscnpt1on Order
Term, SpringCM shall not, except as expressly provided
elsewhere in this Agreement: (i) materially and significantly reduce
or decrease the functionality and features of the Solutions
provided under the applicable Order; or (ii) cease offering any of
such Solutions without offering a substitute of comparable
functionality and features. SpringCM may modify, improve or
increase the features of any Solution from time to time at no
additional cost to Customer.
12.2 Entire Agreement. This Agreement constitutes the entire
agreement and understanding between the Parties regarding the
SpringCM® CORPORATE MASTER SUBSCRIPTION AND SERVICES AGREEMENT-Updated 06/09/2015 5
subject matter hereof and supersedes any prior representations,
advertisements, statements, proposals, negotiations, discussions,
understandings, or agreements regarding such subject matter,
including any confidentiality or non-disclosure agreement between
the Parties entered into in anticipation of this Agreement or
otherwise. In addition, no additional terms, policies or
requirements proposed by either Party (whether in electronic form
or otherwise or associated with any purchase order, payment
system, order documentation or otherwise) shall be applicable to
this Agreement or any Solutions or PS, at present or in the future,
without the express written consent of the other Party. This
Agreement may not be modified or amended except by a writing
signed by an authorized representative of each of the Parties.
12.3 Conflicts. In the event of any conflict between the terms
contained in the body of this Agreement and those of any Exhibit
hereto, the terms of the body of this Agreement shall prevail and
control. In the event of any conflict between the terms of this
Agreement (or any Exhibit hereto) and those of any Order or SOW,
the terms contained in the applicable Order or SOW shall control
solely with respect to the subject matter of such Order or SOW.
12.4 Governing Law. This Agreement shall be governed by and
construed under the substantive laws of the State of Illinois,
without regard to conflicts of laws provisions. The exclusive forum
and venue for any claim or action brought in connection with this
Agreement shall be the state and federal courts situated in Cook
County, Illinois.
12.5 Severability. Every provision of this Agreement shall be
construed. to the extent possible, so as to be valid and
enforceable. If any provision of this Agreement (or portion thereof)
is held by a court of competent jurisdiction to be invalid, illegal, or
otherwise unenforceable, such provision (or portion thereof) shall
be deemed severed from this Agreement and all other provisions
shall remain in full force and effect.
12.6 Survival. The provisions of this Agreement, and the rights,
duties. and obligations of the Parties hereunder, which by their
nature may be reasonably inferred to have been intended to
survive termination, cancellation, completion, or expiration of this
Agreement (including those set forth in Sections 4, 5, 6, 7.6, 7.7,
9, 10, 11, and 12) will survive and continue as valid and
enforceable rights, duties, and obligations.
12. 7 Waiver. The failure by either Party at any time to enforce any
of the provisions of this Agreement or any right or remedy available
hereunder or at law or in equity, or to exercise any right or remedy
provided herein, shall not constitute a waiver of such provision,
right, or remedy or in any way affect the validity of this Agreement.
Any waiver of any default by either Party shall not be deemed a
continuing waiver, but shall apply solely to the instance to which
such waiver is directed.
12.8 Assignment. Neither Party may assign, delegate, or
otherwise transfer this Agreement or any of its rights or obligations
hereunder, either voluntarily or by operation of law, without the
pnor written consent of the other Party (such consent not to be
unreasonably withheld); provided, however, that either Party may
assign this Agreement without the other Party's consent in the
event of a sale of all or substantially all of its assets or in the event
of a merger. corporate reorganization or business consolidation of
the Party (but excluding any assignment by Customer to a
competitor of SpringCM). For avoidance of doubt, in the event of a
permitted assignment by Customer of this Agreement, the
Subscriptions purchased by Customer hereunder would continue
to be subject to the Usage Parameters of the applicable Order,
including any limits with respect to use by a specific business line,
group, division, department or other organizational unit of
Customer. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors and
permitted assigns.
12.9 Force Majeure. Except for payment obligations hereunder,
and notwithstanding anything in this Agreement to the contrary,
neither Party shall be liable, or deemed to be in default, for any
delay or failure in its performance hereunder, to the extent such
delay or failure results from causes beyond the Party's reasonable
control, including acts or omissions of the other Party or third
parties not under the direction or control of such Party, acts of God,
terrorism, war, civil insurrection, strikes or other organized labor
interruption, third-party communications or Internet failures or
interruptions, mechanical, electronic or other utility interruptions or
failures, fire, explosions, floods, or other natural disasters, or any
similar cause.
12.10 No Third Party Benefit. The provisions of this
Agreement are for the sole benefit of the Parties hereto. Except as
expressly provided herein, this Agreement neither confers any
rights, benefits, or claims upon any person or entity not a Party
hereto nor precludes any actions against, or rights of recovery
from, any persons or entities not Parties hereto.
12.11 Notice. Other than routine administrative
communications, which may be exchanged by the Parties via
email or other means, and except as otherwise specified herein,
all notices, consents, and approvals hereunder shall be in writing
and shall be deemed to have been given upon: (a) personal
delivery; (b) the day of receipt, as shown in the applicable carrier's
systems, if sent via FedEx, UPS, DHL or other nationally
recognized express carrier; (c) the third business day after sending
by U.S. Postal Service, First Class, postage prepaid, return receipt
requested; or (d) sending by facsimile with confirmation of
successful transmission.
12.12 Independent Contractors. The Parties are independent
contractors. This Agreement does not create a partnership,
franchise, joint venture, agency, fiduciary or employment
relationship between the Parties.
12.13 Suggestions. Many of SpringCM's changes to user
interfaces, features, and functionality come as a result of
suggestions made by customers, whether in the form of
suggestions, enhancement requests, recommendations or other
feedback provided by a customer or its users relating to the
Solutions or PS ("Suggestions"). All customers benefit from
SpringCM incorporating Suggestions in future releases of the
Solutions. Customer hereby grants to SpringCM an irrevocable,
worldwide, royalty-free, perpetual license to use as SpringCM
deems appropriate any Suggestions that Customer provides to
SpringCM or its Affiliates, to incorporate such Suggestions in any
form into the Solutions or PS, and to exercise any other rights with
respect to such Suggestions, even if Customer has designated the
Suggestions as confidential. SpringCM and SpringCM's Affiliates
shall be entitled to use any Suggestions without restriction and
without obligation to Customer.
12.14 U.S. Government End-Users. The Solutions and related
documentation are "commercial items," as defined at 48 C.F.R.
2.101, consisting of "commercial computer software" and
"commercial computer software documentation" as such terms are
used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and
48 C.F.R. 227.7202-1 through 227.7202-4, U.S. government
customers acquire licenses to the Solutions and related
documentation with only those rights set forth herein.
SpringCM® CORPORATE MASTER SUBSCRIPTION AND SERVICES AGREEMENT-Updated 06/09/2015 6
12.15 Source of Reference. SpringCM may publish
Customer's logos on SpringCM's web site and refer to Customer
as a customer of SpringCM in marketing materials. SpringCM may,
with Customer's prior approval, which shall not be unreasonably
withheld, identify Customer as a reference for SpringCM and direct
potential customers to contact Customer directly regarding
SpringCM's products and services, and Customer shall serve as a
reference for SpringCM and reasonably discuss SpringCM's
products and services with any such potential customers.
Customer further agrees to cooperate with SpringCM in the
creation of a customer case study detailing Customer's use of the
Solutions and the benefits realized by Customer, which study will
not be published or used publicly without Customer's prior
approval, which shall not be unreasonably withheld.
12.16 Execution. This Agreement, and any Order or SOW
referencing and governed by this Agreement, may be executed in
one or more counterparts, each of which shall be deemed an
original but which together shall constitute the same agreement.
Each Party agrees to be bound by its digital or electronic signature,
whether transmitted by fax machine, in the form of an electronically
scanned image (e.g., in .pdf form), by email, or by other means of
a-signature technology, and each Party agrees that it shall accept
the signature of the other Party transmitted in such a manner.
12.17 Miscellaneous. The defined terms in this Agreement
shall apply equally to both the singular and the plural forms of the
terms defined. The words "include," "includes" and "including• shall
be deemed to be followed by the phrase "but not limited to." The
term "person· includes individuals, corporations, partnerships,
trusts, other legal entities, organizations and associations, and any
government or governmental agency or authority. The words
"approval," ·consent" and ·notice" shall be deemed to be preceded
by the word "written," if such word does not already appear.
References to "this Agreement" or its terms shall be interpreted to
refer to the terms of this Agreement, its Exhibits, and any
applicable Order or SOW. All currency amounts agreed to by the
Parties shall be in U.S. dollars. The captions in this Agreement are
for convenience of reference only and shall not be used to interpret
this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed and delivered as of the Effective Date by their
respective authorized representatives whose signatures appear below.
Agreed and accepted:
SpringCM Inc.
By$!:fu1~n ~~~t»;ra/1
Gary L. Kaufman Printed Name: ____________ _
Title: VP Finance
Date: _S_e_p_l_3_, 2_0_1_7 ________ _
Agreed and accepted:
City of Carlsbad (Customer)
By:~.,~• :> '
Printed Name: N ,~(A-j -::C.. Lo-..,A.,'M
Title: _____ c.-__ ,_O ________ _
Date: __ .,;;;i-__ o_r-__,_7_0_1'_/ _ _,_ _____ _
APPROVED AS TO FORM
Celia ~JrewH, 9ily Attorney
By: f{;vvf (___
Asst/Deputy City Attorney
City of Carlsbad, CA
SprlngCM® CORPORATE MASTER SUBSCRIPTION AND SERVICES AGREEMENT-Updated 06/09/2015 7
Exhibit A
Professional Services
This Exhibit sets forth additional terms applicable to the provision of Professional Services (or PS) by SpringCM to Customer under the
SpringCM Corporate Master Subscription and Services Agreement ("Agreement") between SpringCM and Customer that this Exhibit is
incorporated into and forms part of. Capitalized terms used but not defined in this Exhibit shall have the same meanings as is given them
in the body of the Agreement.
1. PROFESSIONAL SERVICES.
1.1 Description of PS. On the terms of the Agreement and
this Exhibit, SpringCM will provide to Customer the PS
described or defined in any SOW executed by the Parties from
time to time. SpringCM is solely responsible for performing, and
for supervising, managing, and directing the performance of all
PS to be performed by SpringCM hereunder. SpringCM shall
assign to the performance of any given PS employees and
subcontractors with qualifications suitable for such PS.
SpringCM may, in its sole discretion from time to time, replace
any employees and subcontractors then assigned to
performance of any PS with other suitably qualified employees
or subcontractors.
1.2 Cooperation Customer shall make available to SpringCM
in a timely manner, at no charge, any technical data, program
files, documentation, test data, sample output, and other
information and resources, and any computer systems and
personnel of Customer's that are reasonably required for the
performance of any given PS. Customer shall be responsible
for providing timely approvals and decisions to SpringCM with
regard to any PS. In addition, to the extent any PS are to be
performed on-site at Customer's location, Customer shall
provide to SpringCM, at no charge, such office space, services,
and equipment as SpringCM reasonably requires in order to
perform such PS. Customer agrees that its cooperation and the
performance of its responsibilities hereunder are essential to
SpringCM's ability to perform the PS and that SpringCM shall be
entitled to rely on Customer's decisions and approvals in
connection with providing any PS. To the extent that any PS
require SpringCM to access or use any third-party products
provided by Customer, Customer warrants that it shall have all
rights and licenses of third parties necessary or appropriate for
SpnngCM to access or use such third-party products, and
Customer agrees to produce evidence of such rights and
licenses upon the reasonable request of SpringCM and to
indemnify, defend and hold SpringCM harmless in the event of
any Claim resulting from SpringCM's access to or use of any of
the foregoing for purposes of providing any applicable PS.
1.3 Changes. If either Party requests a change to any relevant
requirements, project plans, schedules, scopes, specifications,
designs, software, hardware products, or related system
environments or architecture that are either set forth in a SOW
or otherwise mutually agreed upon by the Parties with respect
to any PS, neither Party shall be responsible for complying with
the change unless Customer and SpringCM specifically agree
upon the change (and any associated changes in scope,
scheduling, or fees) in writing. If any assumptions set forth in
any SOW with respect to any PS prove false or incorrect,
SpringCM shall not be responsible for completing any affected
PS unless and until Customer and SpringCM specifically agree
upon an appropriate change to the applicable SOW (and any
associated changes in scope, scheduling, or fees) in writing.
1.4 Third Parties. SpringCM may retain third parties to furnish
services in connection with any given PS, but the use of any
such third parties shall not relieve SpringCM of its obligations
hereunder.
2. FEES AND EXPENSES.
2.1 Fees. Customer shall pay to SpringCM the fees for the PS
that are specified or described in the applicable SOW, in
accordance with the payment schedule and terms specified
therein and in the Agreement. All PS will be provided on a time
and materials basis, unless otherwise stated in a SOW. Any
amounts specified in a SOW as being estimates shall be non-
binding and shall not create or constitute a "fixed fee" or "not-to-
exceed" arrangement, unless specifically agreed to as such in
the applicable SOW. Unless otherwise mutually agreed by the
Parties in writing, Customer shall pay SpringCM, at SpringCM's
then-prevailing time and materials rates, for any services that
SpringCM performs that are outside of the scope of any PS to
be provided under any SOW and that are provided at
Customer's request or with Customer's prior approval.
2.2 Expenses. Unless expressly otherwise provided in an
applicable SOW, Customer shall reimburse SpringCM for any
out-of-pocket expenses reasonably incurred in rendering any
PS, including reasonable travel and transportation expenses,
lodging, and meals.
SpringCM® CORPORATE MASTER SUBSCRIPTION AND SERVICES AGREEMENT-Updated 06/09/2015 8
Exhibit B
Support
This Exhibit sets forth the terms applicable to Support (as defined in the Agreement) to be provided by SpringCM for the Solutions.
SpnngCM's standard Support for the Solutions (SpringCM's "Success Plan") will be provided by SpringCM at no additional charge for
any SpnngCM Solution for which Customer has purchased a Subscription, during any period of time for which Customer has paid the
applicable Subscription fees. For an additional fee, SpringCM will provide certain enhanced Support for the Solutions (SpringCM's
"Premier Success Plan"). The terms of both SpringCM's standard Success Plan and SpringCM's Premier Success Plan are set forth
below Capitalized terms used but not defined in this Exhibit have the respective meanings given them in the Agreement.
1. SpringCM's Success Plan
(a) Designated Contacts. Customer must designate two (2) appropriately qualified and trained individuals (Customer's
"Designated Contacts") to serve as Customer's primary liaisons for interacting with SpringCM's "Success Team" to report and address
Support inquiries and obtain Support. Only Customer's Designated Contacts may submit Support requests to SpringCM and otherwise
contact SpringCM for Support. SpringCM may, in its discretion, charge Customer an additional fee if Customer at any time effectively
has more Designated Contacts than provided for in this Exhibit (including the additional Designated Contacts permitted under
SpringCM's Premier Success Plan, as described below). Customer must promptly notify SpringCM if Customer replaces one of its
Designated Contacts and transfers the associated responsibilities regarding Support to another individual.
Any individual designated by Customer as of one its Designated Contacts must:
1. Have completed, at a minimum, SpringCM's Solutions administrator "train the trainer" training;
ii. Have completed any supplemental training offered by SpringCM that is appropriate for the Designated Contact's
particular role within Customer's organization or specific to Customer's usage of the Solutions; and
iii. Be knowledgeable about the SpringCM Solutions being used by Customer, in order to correctly report, and assist
SpnngCM in analyzing and resolving, technical Support issues regarding the Solutions.
Customer's Designated Contacts are responsible for:
i. Overseeing Customer's Support inquiry activity and interacting with SpringCM regarding Support;
ii. Providing appropriate training and instruction regarding the SpringCM Solutions to Customer's Users, ensuring that
Customer's Users are properly trained and use the Solutions in accordance with SpringCM's applicable documentation;
iii. Developing and deploying appropriate troubleshooting processes within Customer's organization regarding issues with
the SpringCM Solutions;
iv Having a basic understanding of (including being able to reproduce), and appropriately documenting, any problem or
issue regarding the Solutions reported to SpringCM in a request for Support, so as to only report issues for which the
root cause lies within the Solutions and to otherwise assist SpringCM in diagnosing, triaging, and resolving the problem
or issue;
v. Detecting and resolving network and Internet connectivity issues, and username and lockout issues (including, but not
limited to, performing password resets), relating to the Solutions for Customer's Users;
vi. Providing SpringCM's Success Team members with access to Customer's account within the Solutions (via "Delegate
Access") when required for problem diagnoses and resolution; and
vii. Validating and accepting on behalf of Customer any fix, workaround, or other resolution provided by SpringCM with
respect to Support issues regarding the Solutions.
Before contacting SpringCM for Support, Customer's applicable Designated Contact shall use commercially reasonable efforts to verify
that the applicable issue or incident was not caused by problems in Customer's computing environment, by network or Internet issues,
or by other circumstances outside of SpringCM's control.
(b) Submission of Support Requests. Customer's Designated Contacts may submit requests for Support to SpringCM through
any of the following methods (although SpringCM recommends that, whenever possible, Support issues be submitted through
SpringCM's "Support Portal," to help expedite problem response and resolution and help ensure that Support issues are appropriately
triaged, tracked, and updated in a timely manner):
i. SpringCM's Support Portal: https://support.sprinqcm.com
(or click the link under the "SpringCM Help" options on the menu bar in the SpringCM Solutions);
1i. Telephone 1-877-362-7273 (in the United States) or 1-312-881-2026 (anywhere in the world)
iii. Email:
Iv. Web form:
(with either number, select option 3, then option 2);
support@springcm.com; or
https://knowledqe.springcm.com/support.
SpringCM® CORPORATE MASTER SUBSCRIPTION AND SERVICES AGREEMENT -Updated 06/09/2015 9
Login credentials for each of Customer's Designated Contacts may be established when they access SpringCM's Support Portal for the
first time.
When submitting a Support request or inquiry, Customer's applicable Designated Contact must provide the following information:
1. Company name (i.e., Customer's name);
ii Designated Contact's name and contact information (telephone number and email address);
iii. Web address (i.e., URL) used to access the applicable environment of the SpringCM Solution relevant to the Support
request or inquiry;
iv. Error message (if any) received from the SpringCM Solution;
v. Description of the Support request or inquiry, including steps taken that led to the applicable issue and sufficient details
so as to reasonably enable SpringCM's Success Team to reproduce the issue and commence problem determination
and resolution efforts; and
vi. Severity level of the Support request or issue (as described below).
SpringCM will assign each separate Support request or inquiry a unique identifying number, when the request or inquiry is first received
and logged
(c) Severity Levels and Criteria. When submitting a Support request or inquiry, Customer's applicable Designated Contact must
assign it the appropriate severity level, based on the following criteria. SpringCM's Success Team may subsequently update the
severity level of any given Support request or issue from time to time, to appropriately match the following criteria.
i. Level 1. Urgent (business standstill): A problem, error, or defect in the production environment of any Solution for which
no workaround is available and that has an extremely serious impact and is causing Customer's business to be at a
standstill or otherwise seriously and adversely affected.
ii. Level 2: Critical (severely inoperable): A problem, error, or defect in any Solution for which no obvious workaround is
available and that has an extremely serious impact and could cause Customer's business to be seriously and
adversely affected if not resolved within a defined period of time (or, with respect to a problem, error, or defect in the
test or development environment of any Solution, that could impact the ability for the Solution to "go live" in Customer's
production environment).
iii. Level 3. High (partially inoperable): A problem, error, or defect in any Solution that has a major adverse effect on
Customer's business but either for which a workaround is available or that is not causing Customer's business to be at
a standstill or otherwise seriously and adversely affected.
iv. Level 4_-Medium: A problem, error, or defect in any Solution that is not critical to Customer's business, or a question
being submitted by Customer with regard to any Solution.
(d) Response to Support Requests. SpringCM's Success Team will make Support available during SpringCM's standard
Support hours of from 7:00 a.m. to 7:00 p.m., U.S. Central time, each Monday through Friday, excluding the following U.S. holidays:
New Year's Day, Memorial Day, Independence Day (i.e., the Fourth of July), Labor Day, Thanksgiving, the day after Thanksgiving,
Christmas Eve (i.e., the day before Christmas), Christmas, and New Year's Eve (i.e., December 31st).
Except as otherwise provided below with respect to SpringCM's Premier Success Plan (if purchased by Customer), a Spring CM Success
Team technician will use commercially reasonable efforts to respond and call or email Customer's applicable Designated Contact (or, as
applicable, update the status of the Support request or inquiry in SpringCM's Support Portal) within two (2) business days, during
SpringCM's standard Support hours specified above ("Support Hours"), after any given Support request or inquiry is received and logged
by SpringCM. Support requests or inquiries made by telephone will first be logged by a SpringCM Success Team representative and the
call then returned by an appropriate SpringCM Success Team technician.
Support will consist of the provision by SpringCM's Success Team of basic telephone, online help desk, and administrative and technical
support services with respect to the SpringCM Solutions. SpringCM's Success Team will use commercially reasonable efforts to resolve
each Support request or inquiry as soon as reasonably practicable, given the severity level of the Support request or inquiry (as defined
and described above). Actual resolution time will depend upon the nature of the Support request or inquiry and the complexity of the
resolution. Resolution may consist of SpringCM providing a fix, workaround, or other solution to the applicable issue, as reasonably
determined necessary or appropriate by SpringCM.
Support is available, and will be provided, only in English. SpringCM will notify Customer's Designated Contacts at least thirty (30) days
in advance of any planned change to any of the contact information for requesting Support from SpringCM (i.e., the telephone number,
email address, or URL to be used in requesting Support).
(e) Reproducing Errors. SpringCM's Success Team must be able to reproduce errors in the SpringCM Solutions in order to
identify and resolve them. Customer and its Designated Contacts must reasonably cooperate and work closely with SpringCM to
reproduce any errors in the Solutions, including by conducting diagnostic or other troubleshooting activities, as reasonably requested by
SpringCM, and, when necessary or appropriate, providing SpringCM's Success Team members with access to Customer's account
within the Solutions (via "Delegate Access"), and to Customer Content, as required for problem diagnoses and resolution (with
Customer responsible for removing or revoking such access once the applicable problem or issue has been resolved).
SpringCM® CORPORATE MASTER SUBSCRIPTION AND SERVICES AGREEMENT-Updated 06/09/2015 10
Upon SpnngCM's reasonable request from time to time, Customer's applicable Designated Contact shall promptly provide to SpringCM
any additional system information, transaction data, and reproducible usage scenarios that are necessary for SpringCM to recreate an
error or incident, determine the nature of the incident, and isolate any defects in the applicable SpringCM Solution.
(f) Problem Escalation. SpringCM's Success Team will internally escalate reproducible errors that are not promptly resolved to
higher levels or tiers of technicians within SpringCM's Support organization, for further investigation and analysis.
(g) SpringCM Knowledge Articles. As part of Support, Customer will be provided with access to the Spring CM "Knowledge
Articles" (available at https://knowledge.springcm.com/}, which often allow customers to resolve support issues regarding the Solutions
themselves. without contacting SpringCM for Support. The SpringCM Knowledge Articles include frequently asked questions (or
"FAQs") and answers regarding use and configuration of the Solutions. Customer's Designated Contacts and Users will additionally
have access to a collection of SpringCM Knowledge Articles from the "Welcome-Getting Started" page that is available via the
"SpnngCM Help" options on the menu bar in the SpringCM Solutions.
(h) Training and Enablement Workshops. SpringCM makes several options available regarding training of Customer's Solutions
administrators to appropriately configure, troubleshoot, and support the SpringCM Solutions, as well as to keep them informed of new
features of the Solutions. Customer's Designated Contacts, Solutions administrators, and developers are encouraged to attend the
"SpnngCM Essentials" and "SpringCM Advanced Design" workshops, and other hands-on workshops offered by SpringCM from time to
time. SpringCM's training and workshop agendas and schedules, and the associated fees, may be found at
https://knowledge.springcm.com/training-workshops.
Additionally, SpnngCM offers routinely scheduled webinars and enablement events to keep customers informed of the latest features of
the SpringCM Solutions. A calendar of webinars and enablement events, and the associated fees, may be found at
https•/iknowledge.springcm.com/training -workshops-calendar.
(i) Developer Support. As part of Support, SpringCM will also periodically report on any known or suspected bugs or issues
with respect to SpringCM's application programming interface (or "API") for the Solutions, as well as on the then-current targeted date
(if any) for availability of a resolution to any such bugs or issues.
(J) Exclusions from Support. SpringCM shall have no obligation to provide Support to Customer if Customer is then in default of
any payment obligation to Spring CM under the Agreement or for incidents or issues caused by:
i. any third-party computer programs, software, hardware, or other technology that does not form part of an applicable
Solution, except as expressly otherwise agreed in any SOW;
ii. Customer's use of any SpringCM Solution other than in accordance with the terms of the Agreement or the
documentation for the Solution made available by SpringCM; or
iii Customer's use of any SpringCM Solution with hardware or software (including, but not limited to, operating systems)
other than those specifically designated by SpringCM as being approved or compatible for use with the SpringCM
Solution.
Additionally, Support (and the SpringCM Success Plan) does not include SpringCM's providing of any of the following (but in certain
cases, SpnngCM may, upon Customer's request, provide Professional Services, at an additional charge, to address the following)•
i. Assistance in developing Customer-specific customizations to the SpringCM Solutions;
ii. Assistance with third-party products, services, or technologies, including, but not limited to, assistance in
implementation, administration, or use of third-party enabling technologies, such as, for example, databases, networks,
or telecommunications systems;
iii Assistance with installation or configuration of hardware, including, but not limited to, computers, hard-drives, networks,
or printers, at any location of Customer's;
iv Troubleshooting issues with Customer's applications (whether third-party applications or those developed by
Customer);
v. Troubleshooting issues with integration of any of Customer's applications or systems with the SpringCM Solutions;
vi. Support for any software code that is not part of the core software code for the SpringCM Solutions to which Customer
then has active Subscriptions;
vii. Training on new functionality or capabilities of the SpringCM Solutions; and
viii. Training or responses to questions on Customer's business processes or changes to Customer's business processes,
or on customization, setup, or configuration of the SpringCM Solutions, or any changes required to be made to the
SpringCM Solutions, to fit or adapt to Customer's business processes.
2. SpringCM's Premier Success Plan
(a) Basic Features. SpringCM's Premier Success Plan is available at an additional charge (payable annually, at SpringCM's
then-current rates). SpringCM's Premier Success Plan includes all of the features and capabilities provided as part of SpringCM's
Success Plan (and is subject to the same limitations and restrictions applicable to SpringCM's Success Plan}, as described above, as
SpringCM® CORPORATE MASTER SUBSCRIPTION AND SERVICES AGREEMENT-Updated 06/09/2015 11
well as the following additional items or capabilities, which shall be provided by SpringCM during any period of time for which Customer
pays the additional Premier Success Plan fees.
(b) Additional Designated Contacts. As a subscriber to SpringCM's Premier Success Plan, Customer may designate two (2)
additional appropriately qualified and trained individuals as Customer's Designated Contacts (for a total of four (4) Designated Contacts
at any given time).
(c) Priority Response to Support Requests. During any period of time during which Customer is a current subscriber to
SpringCM's Premier Success Plan, SpringCM's Success Team will use commercially reasonable efforts to, for each different severity
level of Support request or issue (as defined and described above):
i. Respond and call or email Customer's applicable Designated Contact (or, as applicable, update the status of the
Support request or inquiry in SprinqCM's Support Portal) within the respective time period specified in the column of
the table below with the heading "Respond," during SpringCM's Support Hours specified above, after the applicable
Support request or inquiry is received and logged by SpringCM;
ii Restore the functionality of the applicable Solution (whether by applying a patch, workaround, temporary fix, update, or
minor release of the Solution, if available) within the respective time period specified in the column of the table below
with the heading "Restore," after the applicable Support request or inquiry is received and logged by SpringCM;
iii. Implement a permanent resolution or fix to the problem or issue (whether by developing and applying a permanent fix,
update, or major release of the Solution) within the respective time period specified in the column of the table below
with the heading "Resolve," after the applicable Support request or inquiry is received and logged by SpringCM;
Iv. Provide updates to Customer's applicable Designated Contact regarding the status of problem resolution efforts at the
respective frequency specified in the column of the table below with the heading "Update Frequency"; and
v. Perform an analysis of the root cause of the problem or issue, as specified in the column of the table below with the
heading "Update Frequency."
Severity Level Respond Restore Resolve Update Frequency Root Cause
Analysis
Level 1 Urgent Four hours Constant effort until 90 business days Hourly Yes
restored
Level 2 Critical Eight hours Five business days 90 business days Once each business Upon Customer's
day request
Level 3 High One business day 30 business days 180 business days Once every two Not applicable
business days
Level 4: Medium Two business days Not applicable 180 business days Once every five Not applicable
business days
(d) Access to SpringCM Success Team Resources. Customers that are subscribers to SpringCM's Premier Success Plan also
receive the following enhanced access to SpringCM's technical personnel.
i. Customer Success Managers. As a subscriber to SpringCM's Premier Success Plan, Customer will be provided with
access to SpringCM's designated "Customer Success Managers" (or "CSMs"). CSMs will work with the Customer to
help understand the Customer's business and use case for the SpringCM Solutions, and suggest ways that the overall
effectiveness of Customer's usage of the Solutions may be enhanced or improved. CS Ms will also proactively work
with Customer to introduce new features of the Solutions and advise Customer regarding improving adoption of the
SpringCM Solutions.
ii. Designated SprinqCM Success Plan Technician. If Customer pays the applicable additional fee (in addition to the
SpringCM Premier Success Plan fee), a particular SpringCM Success Plan technician will be designated as the primary
point of contact for any Support requests and issues of Customer's.
iii. Priority Access to SprinqCM's Developers. As a subscriber to SpringCM's Premier Success Plan, Customer will be
provided with priority access to SpringCM's developers and other applicable technical personnel, to assist in
troubleshooting reported issues with SpringCM's API.
Notwithstanding anything to the contrary set forth in this Exhibit or the Agreement, SpringCM reserves the right to change its policies,
procedures, and practices with respect to Support at any time, upon providing at least thirty (30) days' prior notice thereof, which notice
may be given by, among other possible methods, posting updated policies, procedures, or practices on SpringCM's Web site for the
Solutions. However, no such change shall materially reduce or diminish the level of Support provided to Customer hereunder.
SpringCM® CORPORATE MASTER SUBSCRIPTION AND SERVICES AGREEMENT-Updated 06/09/2015 12
Exhibit C
Availability Commitment
This Exhibit sets forth the terms applicable to SpringCM's Availability Commitment (as defined below) with regard to any Solution to which
Customer purchases a Subscription under the Agreement. Capitalized terms used but not defined in this Exhibit have the respective
meanings given them in the Agreement.
1. Definition and Calculation. SpringCM shall use commercially reasonable efforts to make each Solution (excluding any SpringCM
software installed on a Customer's or User's computer and therefore not within SpringCM's control) available to Customer not less than
99.5% of the total time during each calendar quarter during the applicable Order Term for which Customer has purchased a
Subscription to the Solution, subject to the provisions of this Exhibit and the Exclusions defined below. This commitment is made
independently with respect to each Solution and is referred to as the "Availability Commitment." For any given calendar quarter and
Solution. the Availability Commitment shall be calculated as follows (with the result multiplied by 100%):
Total number of minutes that the Solution was available in the calendar quarter
Total number of minutes in the calendar quarter less total minutes of downtime due to Exclusions
(a) As one of the Exclusions defined below, calculation of the Availability Commitment shall be subject to planned downtime, to
enable SpringCM to maintain, update, or otherwise address operational issues regarding the Solutions. SpringCM will use
commercially reasonable efforts to schedule planned downtime during times intended to be less disruptive to its customers, generally
on weekends, between 8:00 p.m. Central time on a Friday and 12:00 a.m. Central time on the following Monday. SpringCM will post
and make its schedule of planned downtime availaole in advance.
(b) The measurement of any outage or unavailability of any Solution shall begin when Customer notifies SpringCM's Support
staff that the affected Solution is not available, using any of the methods for requesting Support that are described in Exhibit B to the
Agreement
(c) The Availability Commitment will be calculated for the entire calendar quarter, regardless of whether Customer's
Subscriptions are active for the entire calendar quarter or apply only with respect to a portion of a calendar quarter.
(d) The Availability Commitment for any given Solution shall begin to apply upon the later to occur of (i) the date on which, as
mutually agreed upon by SpringCM and Customer for the applicable Solution, SpringCM completes the setup and provisioning of the
Solution with respect to Customer, and (ii) thirty (30) days after the "Go Live" date for the applicable Solution (i.e., the date on which
Customer first starts to use the Solution as a live, production system).
(e) SpringCM may, as it deems necessary from time to time, change the location from which the Solutions are hosted and made
available to Customer. SpringCM shall use commercially reasonable efforts to, whenever practicable, provide Customer with
reasonable prior notice of such a location change and to minimize or limit any adverse effects of such a location change on Customer.
(f) SpringCM's performance with respect to the Availability Commitment shall be separately measured and assessed with
respect to each calendar quarter. Should an outage or period of unavailability of any Solution (other than as a result of any of the
Exclusions) occur, Customer must promptly notify SpringCM thereof, through the Help Desk or via email, as described above. If
Customer reasonably believes that SpringCM has failed to meet the Availability Commitment with respect to any Solution during any
given calendar quarter, Customer must submit a request for a Subscription Fee Credit (as defined below) to SpringCM, through the
Help Desk or via email, within fifteen (15) business days after the date that the last outage or period of unavailability of the applicable
Solution ( other than as a result of any of the Exclusions) was reported to SpringCM, as described above, with respect to such calendar
quarter. Any such request for a Subscription Fee Credit shall: (i) clearly identify Customer and Customer's account number (if one is
provided by SpringCM); (ii) identify the affected Solution and the dates and times of any reported outages or periods of unavailability of
such Solution (other than as a result of any of the Exclusions) during the applicable calendar quarter; and (iii) specify the Web address
(i.e., the URL) for accessing the Solution environment in which the applicable incident occurred.
(g) Upon receiving a request for a Subscription Fee Credit from Customer as described above, SpringCM will promptly
investigate the matter and attempt to determine whether the Availability Commitment was met with respect to the applicable Solution
and calendar quarter. If, on the basis of reasonable evidence, SpringCM determines that the Availability Commitment was met with
respect to such Solution and calendar quarter, SpringCM will notify Customer thereof, providing reasonable supporting documentation.
If, on the basis of reasonable evidence, SpringCM determines that the Availability Commitment was not met with respect to such
Solution and calendar quarter, SpringCM will issue a financial credit to Customer (a "Subscription Fee Credit") in an amount equal to,
for each complete hour during which the applicable Solution was unavailable for use by Customer other than as a result of any of the
Exclusions during the applicable calendar quarter that was reported by Customer to SpringCM, the appropriately prorated Subscription
fees applicable to one full day's use of such Solution, up to a maximum of ten percent (10%) of the appropriately prorated Subscription
Fees for the calendar quarter for the affected Solution. Any Subscription Fee Credit issued by SpringCM hereunder shall be applied to
subsequent invoices issued to Customer for Subscription fees for the applicable Solution, until such credit is exhausted (or refunded to
Customer, if SpringCM does not expect to issue any further invoices for Subscription fees to such Solution). Subscription Fee Credits
shall not entitle Customer to any refund or other payment from SpringCM, except as expressly set forth above. Subscription Fee
SpringCM® CORPORATE MASTER SUBSCRIPTION AND SERVICES AGREEMENT-Updated 06/09/2015 13
Credits related to any given Solution may not be transferred or applied to any other Solution or other item or account. Customer's failure
to request a Subscription Fee Credit as described above (or to provide SpringCM with the information described above as to be
included in a Subscription Fee Credit request) will disqualify Customer from receiving a Subscription Fee Credit for the applicable
calendar quarter and Solution.
(h) If Customer submits a Subscription Fee Credit request as described above, and SpringCM subsequently determines, as
described above, that it has failed to meet the Availability Commitment with respect to any given Solution for any three of any four
consecutive calendar quarters, Customer may terminate its Subscriptions to such Solution by providing written notice of termination to
SpringCM pursuant to Section 7.5 of the Agreement (without further opportunity on the part of SpringCM to cure the failure). The
remedies set forth above constitute Customer's sole and exclusive remedies, and SpringCM's entire liability, with respect to any failure
by SpringCM to meet the Availability Commitment.
2. Exclusions. Calculation of the Availability Commitment shall exclude (or, as applicable, shall exclude time resulting from) the
following (collectively, "Exclusions"):
i. Planned downtime (i.e., scheduled maintenance or a scheduled outage of a Solution, as described above);
ii. Downtime requested by Customer;
iii Downtime caused by any event outside SpringCM's control, including, but not limited to, any of the following events:
a. periods of emergency maintenance activities;
b. problems with the operation, configuration, or use of software, hardware, or other technology in Customer's
computing environment, Customer Content or Customer data, or configurations made or administered by
Customer;
c. system administration actions or omissions by Customer, system commands executed by Customer, or file
transfers performed by Customer, to the extent any of these affect or are inconsistent with the normal
performance parameters of any Solution;
d. changes to the Solutions made by Customer, by any third-party under the direction or control of Customer, or by
SpringCM at Customer's request;
e. any denial of service or similar online attacks or events;
f. force majeure events;
g. lack of availability of Customer's applicable personnel, systems, or accounts, or failure by Customer to respond in
a timely manner to requests of SpringCM, with respect to incidents that require Customer's participation in
identifying the source or root cause of the relevant problem or issue, in problem diagnosis or resolution efforts, or
in otherwise fulfilling Customer's responsibilities relating to Support or software, hardware, or other technology in
Customer's computing environment; and
h. interruptions, delays, failures, or outages of Internet or third-party telecommunications network connectivity or of
third-party equipment, infrastructure, or other resources not under SpringCM's control.
1v. Customer's failure to comply with the terms of the Agreement, this Exhibit, or any documentation for the applicable
Solution that SpringCM posts or makes available reasonably in advance of when compliance is required;
v. Customer's deferral of, or failure to perform, appropriate maintenance or upgrade activity in its computing environment
(e.g., Customer's failure to increase capacity of a computing device or resource), regardless of whether SpringCM
advised Customer as to the need therefor;
vi. SpringCM's deferral of, or failure to perform, appropriate maintenance or upgrade activity with respect to the Solutions,
at the express request of Customer; and
vii. Customer's failure to report an incident, problem, or issue to SpringCM promptly after discovery or becoming aware
thereof.
Notwithstanding anything to the contrary set forth in this Exhibit or the Agreement, SpringCM reserves the right to change its policies,
procedures, and practices with respect to the Availability Commitment at any time, upon providing at least thirty (30) days' prior notice
thereof, which notice may be given by, among other possible methods, posting updated policies, procedures, or practices on SpringCM's
Web site for the Solutions. However, no such change shall materially reduce or diminish the benefit to Customer of the Availability
Commitment.
961655-10
SpringCM® CORPORATE MASTER SUBSCRIPTION AND SERVICES AGREEMENT-Updated 06/09/2015 14
SpringCM Inc.
Statement of Work No. 0013087
This Statement of Work No. 0013087 (including any attachments or exhibits hereto, this "Statement of Work" or "SOW") is
entered into, effective as of the date specified below, in accordance with the terms and conditions of the [Corporate] Master
Subscription and Services Agreement dated September 15, 2017 ("Agreement") between SpringCM Inc. ("SpringCM") and
City of Carlsbad ("Customer"). This Statement of Work is subject to and governed by the terms and conditions of the
Agreement, which are incorporated herein by reference. Capitalized terms used by not otherwise defined in this Statement
of Work have the respective meanings set forth in the Agreement. SpringCM and Customer agree as follows:
1. Effective Date of this Statement of Work. September 15, 2017 (the "SOW Effective Date").
2. Customer Information.
Customer Name: City of Carlsbad
Customer Location: 1635 Faraday Ave.
Carlsbad, CA 92008
E-mail: Ara. yavruyan@carlsbadca.gov
Contract Administrator
Phone:
Fax:
E-mail:
Technical Contact: Ara Yavruyan
Phone: (760)-602-2789
E-mail:
3. Professional Services. SpringCM shall provide the following Professional Services (or PS) to Customer under this
Statement of Work:
3.1 Objectives
3.1.1 To deliver a document management system that will enable users to streamline document activities to
create, search, share, and collaborate all from a centralized repository.
3.2 Deliverables.
3.2.1 SpringCM will provide an interactive training program that will enable administrators and users to have
the fundamental understanding how to best setup, use, and manage the document repository.
3.2.2 Project Initiation
3.2.2.1.1 Kickoff
3.2.2.1.1.1
3.2.2.1.1.2
3.2.2.1.1.3
3.2.2.1.1.4
3.2.2.1.1.5
3.2.2.1.1.6
Review Objectives
Team introductions, roles and responsibilities
Review implementation goals and success criteria
Review the training approach, requirements, and training needs
Review homework, schedule training sessions, and discuss project
timeline
Review where in the SpringCM account that project information,
homework, and training assets will reside
3.2.3 Standard Modules -Required Core Curriculum
3.2.3.1.1 Salesforce.com (SFDC) Integration and Account Setup
3.2.3.1.1.1 Setup Integration with SFDC
3.2.3.1.1.2 User Management between SpringCM and SFDC
3.2.3.1.1.3 Toolbar, Menu, and Navigation Configurations
3.2.3.1.2 Manage and Organize Documents using Attributes
3.2.3.1.2.1 Toolbar, Menu, and Navigation Configurations
3.2.3.1.2.2 Folder setup -SpringCM only folders (NOTE: folders created via
SFDC will be a part of the previous session's setup and training)
3.2.3.1.2.3 Attributes/Metadata
3.2.3.1.2.4 Copy, Paste, and Move documents
3.2.3.1.2.5 Adding documents
3.2.3.1.3 Collaborate, Share, and Version your Documents
3.2.3.1.3.1 Editing and Version Control
3.2.3.1.3.2 Document Compare
3.2.3.1.3.3 Sharing content: Public and Private
3.2.3.1.3.4 Generating Links
3.2.3.1.4 Search, Report, and Manage Account Settings for Documents
3.2.3.1.4.1 Search
3.2.3.1.4.2 Reporting
3.2.3.1.4.3 Preferences
3.2.3.1.5 Notifications, Alerts, and Security Management for Documents
3.2.3.1.5.1 Notifications
3.2.3.1.5.2 Security
3.2.3.1.5.3 Personas
3.2.4 Elective Modules -Optional Curriculum
3.2.4.1.1 For using remaining hours after completion of the Standard Modules, the Customer
may decide they would like to more extensively cover any content already covered
or they may elect to use their remaining hours for one of the elective modules
below.
3.2.4.1.2 How to automate repetitive document activities
3.2.4.1.2.1 Discuss what Smart Rules are -simple automation to automate
actions on a folder or document based on events that occur in that
folder or with document
3.2.4.1.2.2 Identify repetitive activities for where simple automation can be
configured
3.2.4.1.2.3 Configure folder and document events
3.2.4.1.3 Streamline document approvals between multiple SpringCM users
3.2.4.1.3.1 Define what users and what their tasks are to review, edit or approve a
document
3.2.4.1.3.2 Discuss when to use approval workflow
3.2.4.1.3.3 How to use approval workflow
3.2.4.1.3.4 Configuring Templated and ad hoc Approval workflows
3.2.5 Project Closure
3.3 Assumptions
3.2.5.1.1 Ready, Set, Go!
3.2.5.1.1.1 Go Live Readiness
3.2.5.1.1.2 Project Closure
3.2.5.1.1.3 Support and Optimization
3.3.1 All hours included in this SOW will be spent delivering module content to Customer via online
meetings/presentations
3.3.2 All sessions will be delivered using the Customer's SpringCM Production account.
3.3.3 It is expected that after attending and completing the modules on the SpringCM topics listed above, the
Customer should be able to apply their knowledge to implement additional SpringCM configurations
3.3.4 Customer is responsible for applying the knowledge obtained from the modules to further setup and
configure the account if the Customer requires additional configuration beyond that which is completed
during the sessions
3.3.5 Customer is allowed to have multiple resources attend the various modules but it is assumed that at least
one consistent resource will be in attendance for all the modules
3.3.6 All appropriate software and licenses have been procured by Customer for SpringCM and Salesforce.com
(Enterprise Edition or greater)
2
3.3.7 The sessions will be delivered to the Customer's SpringCM Admin(s) responsible for setting up and
maintaining the system and therefore the Customer's SpringCM Admin(s) are responsible for delivering
training to their end users on how to interact with SpringCM based on the use case and the final
configuration choices made by the Customer
3.3.8 If the scope of the requirements exceeds the defined program's modules, SpringCM reserves the right to
submit a change request that will outline the material changes to time/cosUschedule.
3.4 Out of Scope
3.4.1 SpringCM will not be delivering training to the Customer's end users directly unless they will be in
attendance during any of the modules
3.4.2 SpringCM will not be migrating any legacy contracts or other documents into SpringCM as part of this
sow
3.4.3 Integration with other third-party applications beyond Salesforce.com will not be configured as part of this
sow
3.4.4 As the hours in the SOW are earmarked for delivery of online sessions, additional "offline" work for
configuration or other deliverables requested of SpringCM will be out of scope
4. Fees and Expenses.
4.1 Fees. Customer shall pay SpringCM the fees for the Professional Services provided under this Statement of Work
as described below in this Section 4. Unless expressly otherwise specified in this Statement of Work, all
Professional Services will be provided on a time and materials basis, at SpringCM's then-current standard rates.
As of the SOW Effective Date, SpringCM's current standard rates for the Professional Services to be provided under
this Statement of Work are $2,200 per day and $275 per hour.
4.2 Project Summary. A summary of the Professional Services to be provided under this Statement of Work and the
currently expected start dates or durations, estimated numbers of hours or days, and estimated fees currently
expected to be associated with such Professional Services are as follows. The project timeline will be agreed upon
and reviewed weekly. Unless expressly otherwise specified in this Statement of Work, any estimated start dates,
durations, hours, days, and fees set forth herein shall be non-binding and shall not constitute a "fixed fee" or "not-
to-exceed" arrangement or an obligation to complete the Professional Services within a specified time. It is currently
expected that SpringCM shall commence performance of Professional Services under this Statement of Work within
1 week after the SOW Effective Date. Expected start and completion dates will be adjusted as necessary
throughout performance under this Statement of Work to account for unexpected events or circumstances or
changes of the nature described in Section 6, below.
Phase Milestone Expected Estimated Estimated
Start Number of Hours Fees
Initiation Project Kickoff Week0 1.5 $412.50
Module 1: Salesforce Integration and Account Setup
Week 1
Module 2: Managed and Organize Documents using Attributes
Standard Module 3: Collaborate, Share, and Version your Documents 7.5 $2,062.50 Modules
Module 4: Search, Report and Manage Account Settings for Documents Week2
Module 5: Notifications, Alerts, and Security Management for Documents
Module 6: How to automate repetitive document or contract activities
Elective Module 7: Streamline document approvals between multiple SpringCM users Week3 3 $825.00 Modules
Module 1-5: Deep Dive or Review
Closure Go Live Readiness and Project Closure Week3 --
Totals: 12 $3,300
* "Expected start" is specified either as an estimated start date or an estimated number of days after the SOW Effective
Date, or after completion of the prior phase of the project, on which the applicable phase is expected to begin.
** Additional training services can include, routing and approval workflow, smart rules/simple automation configuration, or
professional consultative services
3
4.3 Invoicing. SpringCM shall submit an initial invoice in the amount of $3,300 to Customer on the SOW Effective
Date, with payment of such invoice due before SpringCM commences performance of Professional Services
under this Statement of Work. Except as expressly otherwise provided herein, invoices shall be due and payable
in accordance with the Agreement.
4.4 Out-of-Scope Services. The fees for any services that SpringCM performs pursuant to the parties' informal
agreement or understanding, or that are otherwise provided at Customer's request or with Customer's prior
approval, outside of the scope of this Statement of Work shall be invoiced by SpringCM, and paid for by
Customer, at SpringCM's then-current time and materials rates, unless otherwise agreed by the parties in writing.
4.5 Expenses. In addition to the fees described above, Customer shall reimburse SpringCM for any out-of-pocket
expenses reasonably incurred in rendering the Professional Services, including reasonable expenses for travel
and transportation, lodging, meals, and incidentals.
5. Confidentiality of Statement of Work. Customer agrees that the terms of this Statement of Work (including, but not
limited to, any pricing set forth herein) constitute Confidential Information of SpringCM's under the Agreement and
shall not be disclosed to any third party without the prior written consent of SpringCM.
6. Changes. If any relevant assumptions, requirements, project plans, schedules, scopes, specifications, designs,
software, hardware products, or related system environments or architecture that are specified or described in this
Statement of Work or otherwise necessary to perform the Professional Services hereunder change after the SOW
Effective Date, SpringCM shall not be responsible for completion of the Professional Services to the extent affected by
the change, and Customer and SpringCM will promptly confer and mutually agree in writing as to how to address the
change and any associated changes to the scheduling, and estimated additional charges, if any, for the Professional
Services to be provided under this Statement of Work. In addition, it is currently expected that the Professional
Services to be provided under this Statement of Work will be completed by within 6 weeks after the SOW Effective
Date. If the Professional Services hereunder are not completed within such timeframe as a result, in whole or in part,
of any failure or delay by Customer, then SpringCM shall not be obligated to thereafter continue to provide
Professional Services hereunder this Statement of Work unless expressly otherwise mutually agreed by the Parties in
writing or SpringCM otherwise elects to continue performance hereunder.
7. Cooperation. In addition to any other duties of Customer provided in the Agreement, Customer agrees that its
cooperation with SpringCM, its provision of responses, decisions, and approvals to SpringCM in a timely manner, and
its fulfillment of its other responsibilities hereunder are essential to SpringCM's ability to successfully perform the
Professional Services as described herein. SpringCM shall be entitled to rely on any decisions and approvals
provided by Customer's personnel in connection with SpringCM's performance hereunder.
8. Third-Party Products. To the extent that the Professional Services to be provided hereunder require SpringCM to
access or use any third-party products provided or used by Customer, Customer shall be responsible for obtaining all
consents, rights, and licenses of third parties that are necessary or appropriate for SpringCM to access or use such
third-party products. Customer shall indemnify, defend, and hold SpringCM harmless from and against any claim or
proceeding resulting from such access or use by SpringCM or any failure by Customer to obtain any necessary
consents, rights, or licenses.
9. Miscellaneous. In addition to any other rights set forth in the Agreement, SpringCM reserves the right to suspend the
Professional Services provided hereunder if Customer fails to pay when due any amounts due and payable under this
Statement of Work or otherwise under the Agreement, or if Customer is otherwise in material breach of this Statement
of Work or the Agreement. SpringCM shall be relieved of its obligations to provide Professional Services hereunder
during any such suspension and for as long as any material breach by Customer of this Statement of Work or the
Agreement continues uncured. This Statement of Work is binding upon execution by both Customer and SpringCM.
[SIGNATURE PAGE FOLLOWS.]
IN WITNESS WHEREOF, SpringCM and Customer have caused this Statement of Work to be executed by their
respective duly authorized representatives, effective as of the SOW Effective Date set forth above.
4
Agreed and accepted:
SpringCM, Inc.
Signature
Gary L. Kaufman
Name
VP Finance
Title
Sep 13, 2017
Date
Agreed and accepted:
Customer: City of Carlsbad
Sig~~:::>-
Name
Title
Date
APPROVED AS TO FORM
Cella A. Brewer, Cil}' Attorney
By: /1tJz:-
Asst/Deputy City Attorney
City of Carlsbad, CA
5
Customer Name: City of Carlsbad
Primary Contact: Brent Gerber
Senior Accountant
1635 Faraday Ave, Carlsbad, CA, 92008
brent.gerber@carlsbadca.gov
(760) 602-2719
Billing Contact: Brent Gerber
Senior Accountant
1635 Faraday Ave, Carlsbad, CA, 92008
brent.gerber@carlsbadca.gov
(760) 602-2719
SUBSCRIPTIONS
PRODUCT
Professional CM
SERVICES
I PRODUCT NAME
I Professional Service -Hourly Fee
QUANTITY
CUSTOMER ORDER FORM
Account Executive: Monica Peterson
Account Executive Phone: (312) 253-7888
Account Executive Email: mpeterson@springcm.com
Order Number :
SOW Number:
Order valid if signed by:
CUSTOMER UNIT
PRICE
2017-15978
0013087
9/22/2017
TOTAL EXTENDED PRICE
15 $39.00 $7,020.00
$7,020.00
I QUANTITY I CUSTOMER UNIT PRICE TOTAL EXTENDED PRICE
I 12 I $275.00 $3,300.00
$3,300.00
·---··-----·-----·----------1
PAYMENT INFORMATION
First Year Subscription
*Professional Services
i Second Year Subscription
Third Year Subscription
SUBSCRIPTION INFORMATION
Subscription Contracted (Years)
Subscription Contracted Start Date
Subscription Contracted Renewal Date
3
10/10/2017
10/10/2020
Invoice Amount
$7,020.00
$3,300.00
$7,020.00
$7,020.00
Billing Start Date
Billing Method
Billing Period
Payment Terms -----···-·-·-···------·--·--
Invoice Date
Upon Signature
Upon Signature
9/10/2018
9/10/2019
Upon Signature
Email
Annual
Net 30
SPRINGCM I 180 N. LASALLE STREET I SUITE 600 I CHICAGO, ILLINOIS I 60601
PHONE: 312.881.2026 I FAX: 312.253.8215 I WWW.SPRINGCM.COM
Copyright 2010 -2016, SpringCM Inc. All Rights Reserved CONFIDENTIAL
I
I
Page 1 of 2
CUSTOMER ORDER FORM
GENERAL TERMS OF SERVICE AND BILLING
This Customer Order Form is subject to and governed by the terms and conditions of the SpringCM Master Subscription and Services Agreement posted
online at tillQs://www.springcm.com/master-subscription-servlces-agreement (unless there ls currently another Customer Order Form In force and effect
between you and SprlngCM, In which case the terms of the SprlngCM Master Subscription and Services Agreement governing that Customer Order Form shall
also govern this Customer Order Form). Please review the Agreement carefully before signing below, as your signature below constitutes your agreement to
be bound by its terms. If for any reason you are unable to view the SpringCM Master Subscription and Services Agreement online at the Web site given
above, please contact SpringCM Immediately.
Pursuant to this Customer Order Form, Customer Is purchasing the Subscriptions to the SprlngCM Solutions Identified above, subject to any specified Usage
Parameters (e.g., number or types of Users, quantities of storage, etc.), and any Professional Services described herein. The Subscription Order Term for
Customer's Subscriptions to the SpringCM Solutions begins on the Subscription Order Term start date Indicated above In this Customer Order Form and, unless
earlier terminated In accordance with the Agreement, shall continue for the duration of the Subscription Order Term Indicated above. The Initial fees for the
Subscriptions to the SpringCM Solutions purchased hereunder will be invoiced on the BIiiing Start Date specified above. Any fees for account set-up or training
to be provided as Professional Services hereunder will be bllled with the first Invoice for the Subscription fees for the SpringCM Solutions. If a Statement of Work
is attached hereto, the fees for the Professional Services provided under such Statement of Work will be billed in accordance with the Statement of Work.
The capabilities and features associated with the different types of Users (or Licenses) for which Customer Is purchasing Subscriptions hereunder are specified
and described at_http:1/www .springcm.com/pricing
CUSTOMER SIGNATURE AND SPRINGCM OR.DER ACCEPTANCE
City of Carlsbad
Signature:
Name (Printed): NI c...,Jo ~~
Date:
PO#;
;l-~1"10.,/;)..-
APPROVED AS TO FORM
Celia A. Brewer, City Attorney
/i,1,~. Br. ________ _
Asst/Deputy City Attorney
City of Carlsbad, CA
SprlngCM Inc.
Signature: H1{;L~~n ~~~(!1(t:V!
Name: Gary L. Kaufman
Date Sep 13, 2017
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