HomeMy WebLinkAboutEmphasys Computer Solutions Inc; 2024-01-31;
EMPHASYS SOFTWARE AGREEMENT
This Agreement is entered into on the date set forth below, by and between Emphasys Computer Solutions, Inc. having its principal place of business in Pembroke Pines, FL (hereinafter Emphasys); and the City of Carlsbad, a California charter city, having its relevant place of business at 1635 Faraday Ave, Carlsbad, CA 92009 (hereinafter Licensee).
1. LICENSED SOFTWARE
1.1. Emphasys grants to Licensee a nonexclusive, nontransferable, non-assignable, non-perpetual, license to use the software identified in Exhibit A (“Licensed Software”), provided to Licensee as Software-as-a-Service (“SaaS”), and Emphasys, as authorized agent, grants to Licensee a nonexclusive, nontransferable, non-assignable, non-perpetual, license to use the software described in Exhibit B (“Other Licensed Software”). The license is solely for Licensee's own use for its internal data processing operations and solely on the one computer system currently used by Licensee or delivered to Licensee in an Emphasys provided hosted
environment (SaaS), purchased and delivered hereunder. Licensee agrees to abide by all terms and conditions as required by the manufacturers of the Other (Third Party) Licensed Software.
2. PROPRIETARY INFORMATION & NON-DIS-CLOSURE
2.1. Licensed Software, including source code and Support Services, and all documents related thereto, constitutes proprietary information and trade secrets to Emphasys or to the principals for whom Emphasys is the authorized agent. Title and full ownership, including any modifications or revisions thereto, shall at all times
remain with Emphasys or its principal.
2.2. Licensee may not make copies of the Licensed Software except for backup, archival, emergency recovery purposes or to replace a worn copy. If this License Agreement is terminated, all such copies must be destroyed and the Licensed Software returned to
Emphasys.
2.3. Licensee agrees that it will not allow others to reverse engineer, disassemble, de-compile or in any way tamper with the Licensed Software.
2.4. Licensee shall take all reasonable steps to ensure that all Licensed Software, in whatever form, and all documents relating thereto, are held in confidence by Licensee, its employees and consultants and are not disclosed or made available to any third party not licensed by Emphasys, without the prior written consent of Emphasys. Licensee shall instruct in writing all parties having access to the Software of their obligations under this Article.
2.5. In the event of Licensee’s breach of this Article, as determined by Emphasys, Emphasys shall have the right to enjoin Licensee from further breach and obtain such
relief as may be determined by a court of competent jurisdiction.
2.6. Emphasys acknowledges and agrees that Licensee is a California public agency subject to the requirements of the California Public Records Act (CA Government Code § 6250 et seq.) and the California Civil Discovery Act (California Code of Civil Procedure § 2016.010 et seq.).
3. PAYMENT TERMS
3.1. Licensee agrees to pay 100% of Emphasys the price of the SaaS Fees by paying the first full annual payment at the time of execution of this Agreement. For the initial five-year term, Licensee agrees to pay 100% of subsequent years 30-days from the receipt of an invoice which will be provided 60 days, prior to the anniversary of the initial due date, which shall be effective the first of the month following the date of the initial execution date of this Agreement. After the first five years, subsequent annual payments will be made upon mutual written agreement to renew between Emphasys and Licensee.
3.2. Licensee agrees to pay 100% of the amounts listed in this Agreement for Services upon delivery of such Services by Emphasys.
3.3. All amounts are due and payable within thirty calendar days of Emphasys’ invoice, and all amounts shall be in US dollars unless otherwise noted.
3.4. Emphasys shall have the right to withhold services and be held harmless in the event scheduled payments due hereunder remain outstanding for a period longer than thirty days from the due date. In addition, Licensee shall be responsible for paying for any third-party collection costs incurred by Emphasys as a result of additional collection efforts. Finally, Emphasys reserves the right to cancel Licensee’s license for Licensed Software, after written notice of 30 days, for any material breach by Licensee or if any charges called for herein, which are not reasonably disputable and are in excess of $10,000, remain unpaid for a period of ninety (90) days beyond the due date. Cancellation for any reason shall not affect the sums due hereunder or any additional remedies provided by law or equity.
3.5 In addition to the amounts listed for Services, Licensee agrees to pay for reasonable expenses incurred by Emphasys to fulfill its obligations to Licensee, including travel expenses such as lodging, food, airfare, ground transportation, mileage and airport parking during the term of this Agreement. Any such expenses shall be
agreed to in writing by Licensee prior to being incurred.
3.6 Any sales-related taxes, whether specifically identified in this Agreement or not, which are imposed currently or in the future, by any authority with the power of taxation in connection with this Agreement, shall be paid by
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A emphasys Software
Licensee. If Licensee is exempt from taxation, Licensee shall provide Emphasys with a Certificate of Exemption upon request.
4. WARRANTY
4.1. Emphasys warrants that it is the owner of the Licensed Software and any other material e.g. handouts, manuals etc. provided to the Licensee as part of the use of the Licensed Software (“Documentation") and that Emphasys has the right to sublicense such Licensed Software or Other Licensed Software, as applicable. Emphasys further warrants that no portion of the Licensed Software or Documentation infringes on the intellectual property rights of any third party. Emphasys will indemnify and hold harmless Licensee, its affiliates
and each of their respective officials (both appointed and elected), officers, directors, affiliates,, employees and agents (“Indemnitee”) from any loss, liability, damage, or expense, including, but not limited to, costs of defense resulting from any claims, demands, or actions brought against Indemnitee based on a claim or allegation that the Licensed Software or Documentation infringes or misappropriates a patent, copyright, trade secret, information, or any other rights of any third party. Emphasys shall have the right to direct the defense strategy and to select their legal representation. The affected Indemnitee, however, shall give Emphasys prompt written notice of any such claim and shall cooperate in the defense of such claims, demands or actions.
4.2. Emphasys warrants that the Software will be free from defects in material and workmanship and shall substantially comply with Emphasys’ then current documentation. The warranty period of thirty (30) days commences immediately following initial Software installation.
4.3. These warranties will only be valid when the Software is used by Licensee in an appropriate and reasonable manner consistent with normal usage and management of such Software. The exclusive remedy of Licensee for breach of these warranties is that Emphasys shall be required to correct, repair, adjust or modify the Software if such defect in material or workmanship occurs and is reported by Licensee in writing within the appropriate warranty period. Emphasys shall not be responsible or
liable for damage to the Software caused by Licensee, acts of God, the tampering with or modification of the Software by anyone other than Emphasys' authorized personnel, or damage to the Software occurring by virtue of electrical malfunctions or external factors over which Emphasys has no control.
4.4. These warranties do not extend to any Software to which repairs or modifications have been performed by Licensee or persons not authorized by Emphasys, unless
such repairs were performed with the prior written consent of Emphasys.
4.5. Emphasys warrants that all Services provided pursuant to this Agreement will be performed in a workmanlike manner in accordance with reasonable commercial standards. This warranty shall extend for thirty days
following completion of the particular Service, and Emphasys shall correct all Services not so performed if brought to Emphasys' attention in writing within the warranty period.
4.6. Emphasys provides no warranties for hardware Equipment and related system software beyond that
provided by the manufacturer.
4.7. THE WARRANTIES PROVIDED IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE HEREOF, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5. LIMITATION OF LIABILITY
5.1. Emphasys shall not be liable to Licensee or any other person for any claim or damages arising directly or indirectly from the furnishing of Equipment, Software, Services, or any documentation relating to such Equipment, Software or Services provided hereunder or from any other cause, except for claims arising from the negligence or willful misconduct of Emphasys or Emphasys' employees, agents or subcontractors. Liability of Emphasys for negligence shall in no event exceed the total price of the item of Equipment, Software Module, or particular Service that is the subject of the
claim. Except for acts of willful misconduct, in no event shall Emphasys be liable to Licensee or any third party for indirect, incidental, special, consequential, or exemplary damages of any kind arising out of the existence, furnishing, functioning or the use of the Equipment, Software or Services provided hereunder, even if Emphasys has been advised of the possibility of such damages.
6. AGREEMENT
6.1. The Agreement between Licensee and Emphasys consists of the following documents and all attachments thereto, which are hereby incorporated by reference. If
there is any conflict between the documents, the following order of precedence shall govern:
6.1.1. The contents herein, as may be modified in accordance with Article 9.5, including all Exhibits.
6.1.2. Emphasys' proposal, hereinafter referred to as Exhibit A, License and Service Fees.
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7. SUPPORT
7.1. Emphasys shall provide Support included as part of the annual SaaS fees, commencing on the Effective Date. This Agreement shall automatically renew for additional terms of one (1) year each unless either party provides the other with written notice of termination at least sixty (60) days prior to the expiration date of the initial term or of any subsequent one-year term. SaaS Fees are based on
a 5-year term. After the first five years, subsequent Support will be made upon mutual written agreement to renew between Emphasys and Licensee.
7.2. Effect of Termination. Upon termination of this Agreement the Licensee shall immediately cease all use of the Licensed Software, and within thirty (30) days of
the termination date the Licensee shall (1) uninstall the Licensed Software from all of the Licensee’s computers, and (2) provide written notice to Emphasys attesting to the removal of the Licensed Software (the “Termination Procedures”). For purposes of the Termination Procedures, notice may be sent via email to Emphasys’ dedicated support e-mail address.
7.3. The prices of this Agreement are fixed for the first five years according to Exhibit A, License and Service Fees. Thereafter, Emphasys shall be entitled to increase its fees for SaaS upon sixty (60) days prior written notice to Licensee. After the first five years, License and Service Fees for subsequent years shall not increase more than 5% over the previous year’s License and Service Fees.
7.4. Emphasys agrees to provide Standard Support, as defined in this Agreement, for the Licensed Software licensed to Licensee. Emphasys agrees to provide Standard Support to enable the Licensed Software to perform substantially without interruption and error, and in Substantial Compliance with the then current Documentation and the then current version of the licensed software.
7.5. Emphasys is to provide support to Licensee for technical issues arising from the Licensed Software malfunctioning relative to the functionality described in the Documentation. Any additional services to support Licensee are outside the scope of this Agreement.
7.6. “Software for Life”: Licensee shall be entitled to Upgrades without having to repurchase Emphasys proprietary software licenses. During the term of this Agreement, Licensee shall be entitled to any substantially equivalent future Upgrades of that originally licensed module at no additional license fee, provided that all related SaaS fees have been paid since the original licensing of that module. Licensee is responsible for purchasing any third party required product (hardware or software) and Services required to properly implement the Upgrade.
7.7. Audits: During the term of this Agreement, Licensee will maintain complete records regarding software
modules installed or purchased, or any other measure upon which SaaS fees are based. Upon reasonable notice to Licensee, Licensee will provide reasonable access for Emphasys to audit, at Emphasys’ expense, Licensee’s unit counts, software modules installed, and other relevant measures and supporting records to determine its compliance hereunder.
7.8. Standard Support means the following services shall be provided by Emphasys to Licensee at no additional cost to Licensee:
7.8.1. Technical troubleshooting and assistance with Licensed Software in order to restore the Licensed Software’s functionality to its operational condition prior to any known errors and to comply with related published Documentation, the current published software manuals and Mandated Changes.
7.8.2. Corrections of errors, interruptions, malfunctions or defects in the Licensed Software to enable the Licensed Software to substantially conform to published Documentation.
7.8.3. Assistance with errors caused by routine Software Fixes or Enhancements that are correctly installed, as directed in writing by Emphasys.
8. RESPONSIBILITIES OF LICENSEE
8.1. Request for Service. At any time, Licensee may report its request for service using Emphasys’ dedicated support 800-support number or e-mail. If Licensee believes that the Support Event is a High priority, Licensee shall make every reasonable effort to determine if the event is hardware or software-related prior to requesting support from Emphasys.
8.2. Standard Required Information. When contacting Emphasys for Standard Support, Licensee shall provide the following information: Licensee name, phone and contact person, the name of the Licensed Software module (e.g., General Ledger, etc.), the menu item that was selected and the exact difficulty that was experienced. Licensee understands and agrees that its full cooperation and assistance are necessary for Emphasys to properly respond to a request for service. Licensee is responsible for notifying Emphasys of any Licensed Software problems and providing written documentation of Licensed Software problems with
specific examples, to the extent that documentation is available.
8.3. Install Latest Third Party Software. Licensee agrees to install in their live environment the latest released version of Third Party Software that is used by and compatible with the Licensed Software within two (2)
years of general release by said third party. During such two (2) year period, Emphasys shall use its Best Efforts to continue to support the Licensed Software using Licensee's version of the Third Party Software. In the
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event a Third Party Software product or version thereof is discontinued, phased-out or no longer supported by its owner, Emphasys' obligation to support that Software shall cease.
8.4. Reasonable Access. Licensee agrees to provide those Emphasys personnel involved with the operation and support of the Licensed Software reasonable access to perform activities necessary to fulfill its obligations
under this Agreement Licensee will also provide its own Internet access and connection. Such provision shall be operable prior to initial software installation and shall remain operable for the duration of Emphasys’ obligation to Licensee for software support services.
8.5. Data for Support. Licensee will make available to
Emphasys, on a reasonable basis, data necessary for the successful support of the Licensed Software. All such data shall be considered to be Licensee’s Proprietary Information, and Emphasys shall retain same in strict confidence and shall not use or disclose such Proprietary Information except to the extent necessary to perform services hereunder. Emphasys shall implement and maintain commercially reasonable administrative, technical and organizational security measures to safeguard against unauthorized access, disclosure or theft of personal data and non-public data. Such security measures shall be in accordance with reasonably recognized industry practice and not less stringent than the measures Emphasys applies to its own personal data and non-public data of similar kind.
8.6. Upon written request of Licensee, Emphasys shall implement an orderly return of Licensee Data in a CSV and/or another mutually agreeable format at a time agreed to by the parties, which shall be no less than twenty (20) business days. Once the Licensee acknowledges receipt, Emphasys shall have no obligation to maintain or provide any Licensee Data and
shall thereafter, unless legally prohibited, required for compliance with applicable law or as retained by archival of backup procedures, delete all Licensee Data in its systems or otherwise in its possession or under its controlModifications by Licensee. In no event shall Emphasys be liable or responsible for correcting any errors or damage resulting from changes or modifications to the Licensed Software made by Licensee.
8.7. Designated Licensee Contact. It is the intent that only Licensee designated contacts or, in their absence, their assignees initiate support calls to Emphasys.
9. GENERAL
9.1. Site Location: The Equipment and Software shall be located at the following address: Microsoft Azure Hosting Site within the continental United States.
9.2. Export: The Equipment and Licensed Software furnished by Emphasys herein and any direct products thereof are presently considered licensable commodities and are
regulated by the U.S. Department of Commerce. In order to either export said commodities from the United States
or to re-export same from any country, a valid license from the U.S. Department of Commerce is required. Diversion contrary to United States Law is prohibited.
9.3. Assignment: The rights under this Agreement shall not be assigned by Licensee without the written consent of Emphasys. Emphasys may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of Licensee.
9.4. Complete Agreement: This Agreement, including all Exhibits, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings or agreements, whether written or oral,
regarding the subject matter hereof.
9.5. Modification: This Agreement may not be modified, except by an instrument in writing signed by a duly authorized representative of each party.
9.6. Severability: If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
9.7. Waivers: Any waivers by either party of a breach of any provision to this Agreement shall not operate as, or be construed as, a waiver of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
9.8. Force Majeure: In the event of any cause beyond the control of either party, such party shall not be liable for any delay in the performance of, or failure to perform, this Agreement. Without limiting the generality of the foregoing, such causes include acts of God or the public enemy, fires, floods, storms, earthquakes, riots, strikes, lockouts, quarantines, wars or war operations or other causes which could not, with reasonable diligence, be
controlled or prevented by the party affected.
9.9. Notices: All notices, requests, demands or other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when mailed by certified mail or when delivered in person to the parties who have executed this
Agreement.
9.10. Governing law and Jurisdiction: The parties further agree that the laws of the State of California and of the United States shall govern the construction and
interpretation of this Agreement and shall apply in any such case or controversy. Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of
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California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county.
9.11. Headings: The paragraph headings used herein are for convenience of reference only and shall in no way be deemed to define, limit or add to any of the provisions hereof.
10. Insurance
10.1. Emphasys will obtain and maintain policies of commercial general liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest
quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Licensee’s Risk Manager or the City Manager. Emphasys will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the Licensee by certified mail. Licensee will be named as an additional insured on General Liability which shall provide primary coverage to the Licensee. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Emphasys
will furnish certificates of insurance to the Contract Department, with endorsements to Licensee prior to Licensee’s execution of this Agreement.
10.2. Cyber Insurance. Coverage limit in the amount of $2,000,000 per occurrence with a $2,000,000 aggregate.
11. Security Incident or Data Breach
Emphasys shall inform the Licensee of any security incident or data breach.
11.1. Incident Response. Emphasys may need to communicate with outside parties regarding a security incident, which
may include contacting law enforcement, fielding media inquiries and seeking external expertise as it deems reasonable or as, defined by law or contained in this agreement. Discussing security incidents with the Licensee should be handled on a prompt as-needed basis, as part of Emphasys’ communication and mitigation processes as it deems reasonable defined by law or contained in this agreement.
11.2. Security Incident Reporting Requirements. Emphasys shall report a security incident to the Licensee promptly.
11.3. Breach Reporting Requirements. If Emphasys has actual knowledge of a confirmed data breach that affects the
security of any Licensee’s data that is subject to applicable data breach notification law, Emphasys shall promptly notify the Licensee within 48 hours, unless shorter time is required by applicable law, and take commercially reasonable measures to address the data breach in a timely manner.
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Emphasys Computer Solutions, Inc. CITY OF CARLSBAD, a municipal corporation of the State of California
By: By:
(sign here) IT Director
(print name/title)
ATTEST:
By:
(sign here) SHERRY FREISINGER
City Clerk
(print name/title)
APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney By: Assistant City Attorney ///
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CFOTyler O’Hagan
George Rodriguez Portfolio Manager
for
Exhibit A to EMPHASYS SOFTWARE AGREEMENT
By and Between
Emphasys Software and City of Carlsbad,
Licensee Effective Date ________________ 1. Designated Site:
SymPro Microsoft Azure hosting platform
2. Software and Services:
Original Modules:
Investment Management Software
Fixed Income
Modules and Services Added:
Hosting Services
Including:
• Disaster Recovery
• Data Encryption
• Backup & Storage
• Firewalls
• Active Threat Monitoring
• Data Migration
3. Users Licenses: 2 users
4. License and Service Fees:
Hosting Services:
Year 1: $2,250 (Prorated for the period of 1/15/2024 – 7/14/2024 to coincide with start of next support renewal
period of 07/15/2024).
Year 2: $4,500 7/15/2024 – 7/14/2025
Annual Maintenance and Support of Existing Modules: As per upcoming renewal, will continue to
be billed annually for existing modules. Next renewal starts 07/15/2024.
* Travel expenses (if necessary) are not included. If travel is deemed necessary, an amendment will be processed to the Agreement for an agreed upon amount.
5. Payment Schedule:
Prorated hosting fees will be invoiced upon execution of this agreement.
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1/31/2024
Annual Maintenance and Support will continue to be invoiced annually for the period of July 15th
through July 14th of the following year.
Professional service fees and training will be billed at $250 an hour and are invoiced as services are
performed. If Professional services are deemed necessary, an amendment will be processed to the
Agreement for an agreed upon amount.
SymPro Hosting Services Overview
Microsoft Azure Platform
Hosting Services Platform
SymPro understands the necessity of high availability to our customers and makes every effort to
provide services that consistently exceed your expectations. We offer the following levels of service
through Microsoft Azure to ensure maximum availability and performance.
Virtual Machines availability
Microsoft guarantees connectivity and availability of each computing resource will be at least 99.9%
(excluding scheduled maintenance).
Database availability
Microsoft guarantees connectivity and availability of Azure SQL Databases will be at least 99.99%
Backup service availability
Microsoft availability of backup and restore functionality of the Azure backup Service will be at least
99.9%. Our systems are set to automatically backup Daily @ 6:00 AM UTC. The last two days are
instant recovery backups. After two days they are retained in a vault for a period of 180 days.
Backups older than 180 days are destroyed. This is all done automatically with no required
intervention from our team.
Data is encrypted transparently using 256-bit AES encryption. This is FIPS 140-2 compliant and is
one of the strongest block ciphers available.
Storage:
Backups are stored in a Recovery Service Vaults with the following security features:
• Retention of Deleted backup data for 14 days after delete operation.
• Minimum retention range checks ensuring more than one recovery point.
• Alert and notifications for any critical backup operations.
• Security pins required for critical operations.
Disk and server storage are encrypted at rest and secured by native Windows security. Clients are
isolated by access control lists ensuring privacy and security.
Disaster Recovery
Compute: Workloads for both physical and virtual machines are replicated using Azure's site
recovery. Replication is done from the primary site to a secondary location. When an outage occurs,
there is an option to failover to the secondary location. The option to fail back to the primary
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location is available once it is running again.
Storage: Data from both disk and memory is copied constantly and synchronously to a secondary
location with a maximum latency of 30 seconds.
In the event of hardware failure or datacenter unavailability, return to operations (RTO) within 48
hours of the declaration of the disaster is guaranteed. Either new hardware or an alternative
datacenter would be provided.
Monitoring
SymPro leverages Azure Monitor to constantly observe and protect the hosting environment. Azure
Monitor is a comprehensive solution that continually collects and analyzes data. This data can then
be used to maximize performance and availability of resources and identify any security risks. Using
Log Analytics, SymPro can interactively analyze and run log queries to gain various insights into data
and detect any threats.
Azure Sentinel is utilized by SymPro to provide security information and event management. It uses
built-in AI to quickly analyze large volumes of data and investigate suspicious activity.
Security
SymPro uses Network Security Groups that contain security rules to control inbound and outbound
network traffic. Each rule specifies source, destination, port, and protocol.
Azure Web Application Firewall are leveraged to protect our ingress solution Parallels from
common web-hacking techniques such as SQL injection and security vulnerabilities such as cross-
site scripting. With this we can have complete visibility into the environment and block malicious
attacks.
SymPro protects applications using Azure’s DDoS Protection. Always-on traffic monitoring
monitors traffic 24 hours a day and 7 days a week. Adaptive threat intelligence detects and mitigates
DDoS attacks automatically.
End-user connections are encrypted with SSL/TLS and FIPS 140-2 compliant encryption. This
practice ensures adherence to data compliance policies such as PCI DSS, HIPPA, and GDPR.
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Exhibit B
to
EMPHASYS SOFTWARE AGREEMENT
By and Between
Emphasys Software and City of Carlsbad,
Licensee Effective Date ________________
Annual Support and Maintenance Plan
The following SymPro Support and Maintenance Plan applies as of the Effective Date. Emphasys
reserves the right to change this Plan at any time, with 60 days written notice. All changes will be
posted at its website: www.sympro.com and will become effective as of the next Renewal Term.
However, any Support and Maintenance Plan will include at least the following essential elements:
· Priority service from technical support and client service representatives
· Free SymPro version corrections and enhancements released in the license and service term
· Access to the SymPro Internet Site for Support (www.sympro.com)
· Unlimited telephone technical support in the following areas:
Loading and configuring of SymPro Software
Operational Questions, including standard SymPro reports
Data entry support for all investment types supported within SymPro, including:
Investments
· Certificates of Deposits · Rolling Repurchase Agreements
· Negotiable Certificates of Deposits · GNMA, Pass Through
· Checking Accounts · Bankers Acceptances
· Commercial Paper · Corporate Bonds
· Commercial Paper Discount · Medium Term Notes
· United States Treasury Issues, Coupon & Discount
· Federal Agency Issues, Coupon & Discount
Tele-consultation is provided during normal business hours (9:30AM TO 8:00PM – Eastern Time),
Monday through Friday for questions dealing with the operations of the Licensed Software on
Designated Equipment. Support issues may be reported via voicemail (510-655-0900 Selection 2), fax
(510-655-4064), or email (support@sympro.com), 24 hours a day. Answers to “Frequently Asked
Questions” are available at www.sympro.com, 24 hours a day. The resolution of some issues may
require that Licensee provide Emphasys with a copy of Licensee’s data. Licensee agrees to provide
Emphasys with a copy of their data for the purpose of resolving Licensee’s issue and Emphasys agrees
to maintain full confidentiality of any required data and will use it only for the resolution of the
Licensee’s issue.
Not Included: Consulting on issues concerning investment accounting matters, specific financial or
investment matters, research on investments not supported within the Licensed Software, or data
entry for investments not supported in the Licensed Software system are not included.
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1/31/2024