AGREEMENT FOR PUBLIC RECORDS REQUEST PROGRAMThis Order, designated as Order No. 24607 (this "Order") is entered into as of the date of the last signature (the "Order
Effective Date"), by and between JustFOIA and Customer.
A. No amendment or modification to this Order will be valid unless set forth in writing and formally approved
by authorized representatives of both parties.
B. No change order, notice, direction, authorization, notification or request will be binding upon Customer or
JustFOIA, nor will such change be the basis for any claim for additional compensation by JustFOIA, until
Customer and JustFOIA have agreed in writing to such change, or to execute a new order, as appropriate.
C. Unless provided to the contrary in this Order, to the extent there are any conflicts or inconsistencies between
this Order and a Customer purchase order, the provisions of this Order shall govern and control. Use of pre-
printed forms, including, but not limited to email, purchase orders, shrink-wrap or click -wrap agreements,
acknowledgements or invoices, is for convenience only and all pre-printed terms and conditions stated
thereon, except as specifically set forth in this Order, are void and of no effect.
D. This Order may be executed in several counterparts, each of which will be deemed an original, and all of which
taken together will constitute one single agreement between the parties with the same effect as if all the
signatures were upon the same instrument. The counterparts may be executed and delivered by facsimile or
other electronic signature (including portable document format) by either of the parties and the receiving
party may rely on the receipt of such document so executed and delivered electronically or by facsimile as if
the original had been received.
E. This Order, and any claim dispute or controversy hereunder (a "Dispute") will be governed by the laws of the
state where Customer is located, in each case without giving effect to any principles of conflicts of laws. The
UN Convention for the International Sale of Goods and the Uniform Computer Information Transactions Act
will not apply. In any Dispute, each party will bear its own attorneys' fees and costs and expressly waives any
statutory right to attorneys' fees.
F. This Order is subject to the Assumptions, Terms & Conditions set forth below.
G. This, and the preceding Sections of this Order shall survive after termination or expiration of the same.
[remainder of page intentionally left blank]
r
JustFOIA I Order
(rev. 5/2022)
Page 1 of 11
IN WITNESS WHEREOF, the parties hereto have caused this Order to be executed by their respective duly authorized
representatives, evidenced by their signatures below, as of the Order Effective Date.
JustFOIA, Inc. ("JustFOIA")
E -
Signed: on
P.d. Larry Davidson
i. . :23 GMT
Name:Larry Davidson
General Manager
Title:
Date: August 25, 2022
CITY OF CLEARWATER ("Customer")
Signed: �� 'P •• 7
Name: Jon Jennings
Title: City Manager
r
$
Date: cal.211 Z07•7--
PO
i07•ZPO BOX 4748
CLEARWATER, FL 33758
Approved as to form:
Owen Kohler
Assistant City Attorney
Attest:
Rosemarie Call
City Clerk
JustFOIA I Order Page 2 of 11
PRICING
m JustFOlA
3717 Apalachee Parkway, Suite 201
Tallahassee, FL 32311
850.701.0725
850.564.7496 fax
Client Name: City of Clearwater
Client Address: PO Box 4748 Clearwater, FL 33758
Quote Number: 24607
Quote Type: New JustFOlA System
Product Description:
lustFOIA ANNUAL RECURRING SERVICES
[�
JustFOIA Pro Tier 4: 70,000-149,999 Population
•3 TB Storage 'Advanced Reporting
'Unlimited Users •Training Center LMS
•In App Redaction 'Invoicing Module
'Dynamic Forms
'Secure Hosting on Azure Government Cloud
- Includes live monthly training and quarterly product update webinars.
- Estimated Release Quarter 12022: Dynamic Forms & Advanced Reporting
▪ Payment Portal for JustFOlA Pro
-Using third -party processor compatible withjustFO/A.
121 Any & All Document Management for JustFOlA Pro
- .PST Email Extractor, Document Viewer & Quick -Sort Tools included with Doc.
Management.
Bill/Ship to: Rosemarie Call
Rosemarie.call@ myclearwater.com
Quote Date: August 24, 2022
Subscription Period Start Date: October 8, 2022
Subscription Period End Date: October 7, 2023
Qty. Unit Cost NCPA 11-26 Total
1 $11,500.00 $10,350.00 $10,350.00
1 $1,725.00 $1,552.50
1 $2,875.00 $2,587.50
SUBTOTAL - RECURRING ANNUAL SERVICES
Service Description:
JustFOIA SERVICE PACKAGES
Q Pro Implementation Services
- Includes site wa/kthrough, priority Go Live project management, and Hypercare
period
- Service fees apply if add-on modules are configured after initial implementation
Q Configuration of 2 Public Records Forms
-General & Law Enforcement
[r Payment Portal Configuration
▪ Any & All Document Management Configuration
E l 2022 Competitve Replacement Promotional One -
Time Discount-JustFOIA One -Time Services
Discount is based on this quote and if the quote changes
the discount amount is subject to change.
Expires 11/30/2022
JustFOIA I Order
(rev. 1/2022)
Qty. Unit Cost NCPA 11-26
1 Included -
2022
Promotion
1 Included -
2022
Promotion
1 $750.00
1 $750.00
Included -
2022
Promotion
Included -
2022
Promotion
$675.00
$675.00
1 ($1,350.00) N/A
$1,552.50
$2,587.50
$14,490.00
Total
Included -
2022
Promotion
Included -
2022
Promotion
$675.00
$675.00
($1,350.00;
Page 3 of 11
SUBTOTAL - ONE-TIME SERVICES
[( 2022 Competitve Replacement Promotional One -
Time Discount-JustFOlA Recurring Subscription
Services
Discount is based on this quote and if the quote changes
the discount amount is subject to change.
Expires 11/30/2022
1
($3,622.50)
N/A ($3,622.50)
YEAR 1 ORDER COST
YEAR 2 RECURRING ANNUAL SUBSCRIPTION COST
YEAR 3 RECURRING ANNUAL SUBSCRIPTION COST
TOTAL COST
$10,867.50
$15,214.50
$15,975.23
$42,057.23
This is NOT an invoice. Please use this confirmation to initiate your purchasing process.
RECURRING SERVICES SCHEDULE
Year
July 31, 2022 - July 30, 2023
Amount Due
$10,867.50
July 31, 2023 - July 30, 2024
$15,214.50
July 31, 2024 - July 30, 2025
$15,975.23
RECURRING SERVICES
Customer has elected to license the JustFOIA software provided as a service (the "Solution").
The Recurring Services portion of this Order and/or applicable Addendum will systematically renew unless written
notice of termination has been provided. An annual increase of 5% will be applied to the immediately preceding
annual rates (excluding any initial or one-time discounts) unless Customer has terminated the Order and/or
Addendum earlier, as set forth below, or provided sixty (60) days written notice prior to the scheduled renewal date
of the Recurring Services.
SALES TAX
Sales tax will be invoiced where the Customer is not exempt and/or has not communicated its tax status to JustFOlA.
Sales tax is not included in the fee quote above.
TERM
Either party may terminate this Order upon any of the following:
(a) Thirty (30) days after a party's receipt of written notice from the other party that this Order and/or applicable
addendum shall be terminated; or
(b) Thirty (30) days after one party notifies the other in writing that they are in breach or default of this Order, unless
the breaching party cures such breach or default within such thirty (30) day period; or
(c) Fifteen (15) days after the filing of a petition in bankruptcy by or against either party, any insolvency of a party,
any appointment of a receiver for such party, or any assignment for the benefit of such party's creditors (a
"Bankruptcy Event"), unless such party cures such Bankruptcy Event within the fifteen (15) day period; or
JustFOlA I Order
(rev. 1/2022)
Page 4 of 11
(d) If Customer has not paid in full the renewal invoice within 45 days after scheduled renewal date of the Recurring
Services, the Order (and/or applicable addendum) will systematically terminate, but may be reinstated if/when
the Customer pays the renewal invoice in full (including any applicable reinstatement fees); or
(e) If Customer is a city, county, or other government entity the following applies: If Customer's governing body fails
to appropriate sufficient funds to make payments due and to become due during Customer's next fiscal period,
Customer may, subject to the terms herein, terminate the Order as of the last day of the fiscal period for which
appropriations were received (each an "Event of Non -appropriation"). Customer agrees to deliver notice of an
Event of Non -appropriation to JustFOlA at least 30 days prior to the end of Customer's then -current fiscal period,
or if an Event of Non -appropriation has not occurred by that date, promptly upon the occurrence of any such
Event of Non -appropriation. If this Order is terminated following an Event of Non -appropriation, Customer
agrees to compensate JustFOIA for services rendered prior to such Event of Non -appropriation.
JustFOIA I Order
(rev. 1/2022)
Page 5 of 11
PRICING & BILLING TERMS
BILLING
JustFOlA will invoice Customer as follows:
Product/Service Description
Timing of Billing
Recurring Services
• Initial Sale: Upon providing Customer online access to the Solution.
■ Annual Renewal: 75 days in advance of expiration date.
One -Time Services
Upon delivery completion and Customer acceptance.
JustFOlA shall not send any invoices, nor claim payment, for any fees or expenses incurred by JustFOlA until both
parties authorize this Order.
PAYMENT
Customer agrees to pay all undisputed invoices and undisputed portions of a disputed invoice in full within thirty (30)
days from the date of each invoice. Once payment has been received, no refunds for Recurring Services are available.
JustFOIA Order
(rev. 1/2022)
Page 6 of 11
SERVICE PACKAGES
GENERAL ASSUMPTIONS
The following assumptions serve as the basis for the Service Package(s) reflected below. Any service or activity not
described below is not included in the scope of services to be provided. Variations to the following may impact the
Service Package's cost and/or schedule justifying a change order.
® JustFOlA's completion of a Deliverable to Customer shall constitute that JustFOlA has conducted its own review
and believes it meets Customer's requirements. Customer shall then have the right to conduct its own review
of the Deliverable as Customer deems necessary. If Customer, in its reasonable discretion, determines that
any submitted Deliverable does not meet the agreed upon expectations, Customer shall have five (5) business
days after JustFOIA's submission to give written notice to JustFOIA specifying the deficiencies in reasonable
detail. JustFOIA shall use reasonable efforts to promptly resolve any such deficiencies. Upon resolution of any
such deficiencies, JustFOIA shall resubmit the Deliverable for review as set forth above. Notwithstanding the
foregoing, if Customer fails to reject any Deliverable within five (5) business days, such Deliverable shall be
deemed accepted.
® If either party identifies a business issue during the project, JustFOlA and Customer must jointly establish a
plan to resolve the issues with potential impact analysis of timeline and budget within five (5) business days of
identification. Any necessary business decision resulting from the identified business issues must be made by
Customer within five (5) business days from request.
® Customer will maintain primary contacts and project staff for the duration of the project, as a change in staff
may result in a change order for time spent by JustFOIA on retraining, reeducating, or changes in direction.
® Customer will ensure that all Customer's personnel who may be necessary or appropriate for the successful
performance of the services will, on reasonable notice: (i) be available to assist JustFOIA personnel by
answering business, technical and operational questions and providing requested documents, guidelines, and
procedures in a timely manner; (ii) participate in the services as reasonably necessary for performance under
this Order; and (iii) be available to assist JustFOIA with any other activities or tasks required to complete the
services in accordance with this Order.
® Note that all services contracted for, must be done as part of the initial implementation. For the avoidance of
doubt, if there are services or portions thereof that the Customer does not elect to implement as part of the
initial implementation, such services are forfeited.
® All services, unless otherwise noted, will be performed remotely.
PRO IMPLEMENTATION
CUSTOMER TASKS & DELIVERABLES
• Provide a visual flow chart and/or narrative of current records request process(es) and requirements
• Fill out configuration form
• Attend system walkthrough and create any additional users
• Attend admin and user trainings
• Perform user acceptance testing
• Complete JustFOlA Training Center trainings and certification
JustFOIA TASKS & DELIVERABLES
• Lead project kickoff call to identify implementation milestones
• Deploy site in the Microsoft Azure Government Cloud
• Establish and configure initial admin and power user security credentials
• Personalize Public Portal with Customer branding
• Provide introduction and walkthrough to Customer system
• Configure number of request forms defined in the Order and necessary workflow statuses
• Set up current departments and observed holidays
JustFOIA I Order
(rev. 1 /2022)
Page 7 of 11
• Provide system email template configuration
• Provide configuration and training for purchased platform add-ons
• Provide technical support through user testing before going live
• Conduct 1 remote administrative training (2 hours); recording made available in Training Center
• Conduct 1 remote user System training (1 hour); recording made available in Training Center
• Provide Hypercare Check-in Service (up to 2 weeks)
• Handoff to Customer Success and Support Teams
• Provide go -live marketing press kit
ANY & ALL DOCUMENT MANAGEMENT
CUSTOMER TASKS & DELIVERABLES
• Complete JustFOlA Training Center trainings
• Attend remote walkthrough training
JustFOIA TASKS & DELIVERABLES
• Configure and implement Any & All Document Management module
• Complete testing and training
PAYMENT PORTAL CONFIGURATION
CUSTOMER TASKS & DELIVERABLES
• Set up an account with a valid Payment Processor (JetPay/NCR, PayPal or Authorize.net)*
*To be completed no less than 30 days before Go Live date.
• Supply credentials from Payment Processor to include
• Client Key
• Web Key
• API Identifier
• Payment Type Name
• Allowed Payment Method
JustFOIA TASKS & DELIVERABLES
• Conduct requirements gathering
• Configure and implement Payment Portal
• Complete testing and training
JustFOIA I Order
(rev. 1/2022)
Page 8 of 11
ASSUMPTIONS, TERMS & CONDITIONS
THESE ASSUMPTIONS, TERMS AND CONDITIONS APPLY TO ALL ORDERS PLACED FOR THE SOLUTION.
THESE PROVISIONS SHALL SURVIVE AFTER TERMINATION OR EXPIRATION OF ANY AND ALL PORTIONS OF THE ORDER.
INFORMATION & PRIVACY
By using the Solution, Customer will be providing JustFOIA with information.
Customer retains full ownership to its information, and JustFOlA does not
assert ownership. These Assumptions, Terms & Conditions do not grant
JustFOlA any rights to Customer's information or intellectual property except
for the limited rights that are needed to run the Solution, as explained below.
JustFOIA may need Customer's permission to handle its information as directed
and required for the functioning of the Solution. An example is hosting files or
sharing them. Customer hereby grants a license toJustFOIA to use and process
such information solely to the extent necessary to fulfill JustFOlA's obligations.
This license also extends to trusted third parties JustFOlA works with to do the
same.
WARRANTIES & DISCLAIMERS
JUSTFOIA DOES NOT PROMISE THAT THE SOLUTION WILL BE UNINTERRUPTED OR
ERROR -FREE. CUSTOMER ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN
INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF CUSTOMER
PRIVACY, CUSTOMER DATA, CONFIDENTIAL INFORMATION, AND PROPERTY.
JustFOlA Warranties. JustFOIA warrants that (i) the Solution shall perform
materially in accordance with any specifications or descriptions set forth herein,
(ii) subject to exceptions related to non JustFOIA software, the functionality of the
Solution will not be materially decreased during the term of this Order, (iii)JustFOIA
will use industry standard measures to not transmit malicious code and the like
("Malicious Code") to Customer, provided that if Customer or a user uploads a file
containing Malicious Code into the Solution Customer shall be liable for the same;
and (iv) to JustFOlA's knowledge, Customer's use of the Solution in strict
compliance with the Order shall not infringe or violate the intellectual property
rights of any third -party. JustFOlA also represents that it uses E -Verify to verify the
work authorization of all newly hired employees.
The warranties herein are void to the extent of any Customer failure to perform in
accordance with the Order and any licensing terms. JustFOIA shall not be
responsible for any decrease in functionality or other issues that are the result of
(i) the Solution not being used in accordance with the Order, (ii) the Solution being
modified or altered by or on behalf of Customer without JustFOlA's written
permission, or (iii) Internet or network connections, third -party software,
streaming services, computers, equipment and/or devices not supplied by
JustFOIA.
Customer Warranties. Customer warrants that JustFOIA's use of Customer data
and/or any other item provided by Customer, in accordance with the Order will not
infringe or violate the intellectual property or other rights of any third -party.
Customer warrants that it shall have all rights and licenses of third -parties
necessary or appropriate for JustFOIA to access or use such third -party products
and agrees to produce evidence of such rights and licenses upon the reasonable
request of JustFOIA.
LICENSED SOFTWARE AND SERVICES
During the term of the Order and any applicable addenda, JustFOIA grants to
Customer and Customer accepts a non -transferable, revocable, non-exclusive and
limited license to use the Solution as defined herein subject to the terms,
obligations and restrictions set forth in the Order. All rights to the Solution not
granted to Customer are reserved by JustFOIA.
CUSTOMER RESPONSIBILITIES
Files and other content that JustFOIA may provide to Customer may be protected
by intellectual property rights of others. Customer will not copy, upload, download,
or share files unless Customer has the right to do so. Customer, not JustFOlA, will
be fully responsible and liable for what is copied, shared, uploaded, downloaded
or otherwise used while using the Solution. Customer will not upload malware or
any other malicious software to the Solution. Customer is also responsible for the
timely and accurate fulfillment of records requests, and ensuring that no classified,
confidential, or illegal information is provided to or through the Solution.
ACCEPTABLE USE POLICY
Customer agrees that it will not misuse or attempt to misuse the Solution, and
that the Solution will only be used in a manner consistent with the Order.
Customer may only upload public and non -confidential data to the Solution.
Customer acknowledges and agrees that all use of the Solution hosted on the
Azure Government Cloud is subject to the Microsoft terms and conditions
surrounding the same. JustFOlA's obligations and liability and Customer's
rights are limited by the same. Further, JustFOIA neither accepts liability for,
nor warrants the functionality, utility, availability, reliability or accuracy of,
third -party software or third -party services.
JustFOIA I Order
(rev. 1/2022)
Customer is solely responsible for its conduct, the content of its files, and its
communications with others while using the Solution. For example, it is
Customer's responsibility to ensure that it has the rights or permission needed
to comply with these Assumptions, Terms & Conditions.
INFORMATION SHARING AND DISCLOSURE
JustFOIA may use certain trusted third -party companies and individuals to help
JustFOIA provide, analyze, and improve the Solution (including but not limited
to data storage, maintenance services, database management, web analytics,
payment processing, and improvement of the Solution's features). These third
parties may have access to Customer's information only for purposes of
performing these tasks on JustFOlA's behalf and under obligations similar to
those in JustFOlA's privacy policy.
The parties acknowledge that in the course of the relationship between
Customer and JustFOIA, each may receive Confidential Information (as defined
below) of the other party. Any and all Confidential Information in any form or
media obtained by a Recipient (defined below) shall be held in confidence and
shall not be copied, reproduced, or disclosed to third parties for any purpose
whatsoever except as necessary in connection with the performance of the
applicable party's obligations. Each Recipient further acknowledges that it shall
not use such Confidential Information for any purposes other than in
connection with the activities contemplated by the Order. All JustFOlA
personnel assigned by JustFOIA to Customer will sign appropriate forms of
confidentiality agreements on or prior to their start date.
"Confidential Information" means any and all confidential information of a
party disclosed to the other party, including, but not limited to, research,
development, proprietary software, technical information, techniques, know-
how, trade secrets, processes, customers, employees, consultants, pricing
information and financial and business information, plans and systems.
Confidential Information shall not include information which: (i) was known to
the party receiving the information (the "Recipient") prior to the time of
disclosure by the other party (the "Disclosing Party"); (ii) at the time of
disclosure is generally available to the public or after disclosure becomes
generally available to the public through no breach of the Order, these
Assumptions, Terms & Conditions or other wrongful act by the Recipient; (iii)
was lawfully received by Recipient from a third -party without any obligation of
confidentiality; or (iv) is required to be disclosed by law or order of a court of
competent jurisdiction or regulatory authority.
The obligations set forth in this Section shall survive termination of the Order
for a period of three (3) years thereafter.
INTELLECTUAL PROPERTY
The Solution and any services surrounding the same herein are not considered
'Works made for Hire" or otherwise a grant of any right, title or interest. Except
the license grant herein, all rights to the Solution and all services surrounding
the same are and remain with JustFOIA. Customer shall retain, a non-exclusive,
royalty -free, world-wide, perpetual license to use the outputs generated by
Page 9 of 11
Solution and stored external to Solution by Customer during the Subscription
Period.
Except for the license grants hereunder, as between Customer and JustFOlA,
Customer retains all rights to Customer data and information.
ACCOUNT SECURITY
Customer is responsible for safeguarding the passwords that are used to access
the Solution and agrees not to disclose passwords to any third -party. Customer
is responsible for any activity using its account, whether or not it authorized that
activity. Customer will immediately notify JustFOlA of any unauthorized use of
Customers account. Customer acknowledges that if it wishes to protect its
transmission of data or files to the Solution, it is Customer's responsibility to use
a secure network to communicate with the Solution.
DATA RETENTION & ACCESS
JustFOlA will retain Customers information for as long as its account is active or
as needed to provide the Solution. If Customer wishes to cancel its account or
request that JustFOIA no longer use Customers information to provide the
Solution, Customer may request that JustFOlA delete its account. JustFOlA may
retain and use Customers information as necessary to comply with legal
obligations, resolve disputes, and enforce mutual agreements. Consistent with
these requirements, JustFOlA will try to delete Customers information quickly
upon request. Please note, however, that there might be latency in deleting
information from JustFOlA servers and backed -up versions might exist after
deletion. In addition, JustFOIA does not delete Customer information from its
server's files that Customer has in common with other users. Customer
understands and agrees that once the Customer instance of the Solution is
decommissioned, JustFOlA may not be able to provide Customer a copy of the
data included therein. Customer agrees that it will back up all Customer
information that it requires. JustFOlA may decommission any environment
after 45 days of Customer not maintaining an active subscription to the
applicable environment, including without limitation, as a result of non -renewal
and/or non-payment.
NON JUSTFOIA APPLICATIONS AND PROVIDERS
The Solution may contain links to third -party websites or resources. JustFOlA
does not endorse and is not responsible or liable for third -party website,
including, without limitation, availability, accuracy, the related content,
products, or services. Customer is solely responsible for its use of any such
websites or resources.
Acquisition of Non-IustFOlA Products and Services. JustFOlA or third parties may
from time to time make available to Customer third -party products or services,
including but not limited to non JustFOlA applications and implementation,
customization and other consulting services. Such products and services shall
be clearly designated as provided by a third -party in the applicable Order. Any
acquisition by Customer of such non JustFOlA products or services, and any
exchange of data between Customer and any non JustFOlA provider, is solely
between Customer and the applicable nonJustFOlA provider. JustFOlA does not
warrant or support products or services not provided by JustFOlA, whether or
not they are designated byJustFOlA as "Certified" (as that term is defined below)
or otherwise, except as specified in the Order and/or applicable addenda. No
purchase of non JustFOlA products or services is required to use the Solution
except a supported computing device, operating system, web browser and
Internet connection, all of which Customer is solely responsible for providing in
accordance with the specifications that may be provided by JustFOlA from time
to time. For purposes of the Order, "Certified" shall describe applications and
other products developed and sold by third parties that JustFOIA has verified
interoperate with the Solution.
Non-IustFOlA Applications and Customer information. If Customer installs or
enables non-JustFOlA applications for use with the Solution, Customer
acknowledges that JustFOIA may allow providers of those non JustFOlA
applications to access Customer information as required for the
interoperation of such non JustFOIA applications with the Solution. JustFOIA
shall not be responsible for any disclosure, modification or deletion of
Customer information resulting from any such access by non JustFOlA
application and/or providers. The Solution shall allow Customer to restrict
JustFOIA I Order
(rev. 1/2022)
such access by restricting users from installing or enabling such non JustFOIA
applications for use with the Solution. JustFOIA is not responsible for, and
Customer agrees to hold JustFOlA harmless from and indemnify JustFOlA
against any third -party claims or liability owed to third parties resulting from
any unauthorized use or disclosure or any damage or loss of Customer
information as a result of use of non JustFOlA applications or access to
Customer information by nonJustFOlA application and/or providers.
Integration with Non-IustFOIA Services. The Solution may contain features
designed to interoperate with non JustFOlA applications (e.g., Laserfiche,
Adobe, Authorize .net, or Paypal applications). To use such features,
Customer may be required to obtain access to such non JustFOlA applications
from their providers. If the provider of any such non JustFOlA application
ceases to make the non JustFOIA application available for interoperation with
the corresponding Solution features on reasonable terms, JustFOIA may
cease providing such features without entitling Customer to any refund,
credit, or other compensation, unless the provider of such non JustFOlA
application provides for a refund of such fees.
INDEMNIFICATION & LIMITATION OF LIABILITY
(a) General Indemnification.
JustFOlA ("Indemnifying Party") shall indemnify, defend and hold the
Customer harmless against any loss, damage or costs (including reasonable
attorneys' fees) in connection with third -party claims, demands, suits, or
proceedings ("Claims") to the extent caused by the Indemnifying Party and
related to:
• Bodily injury or personal property damage arising out of the Indemnifying
Party's performance within the scope of its responsibilities under the
Order;
• A breach of the Indemnifying Party's obligations with respect to
confidentiality;
• A breach by the Indemnifying Party of applicable laws;
• The grossly negligent acts, or willful misconduct of the Indemnifying
Party.
(b) Intellectual Property Indemnification.
JustFOlA shall defend, indemnify, and hold Customer harmless against Claims
made or brought against Customer by a third -party alleging that the use of the
Solution, as provided to Customer under the applicable Order hereto and used
in accordance with the Order and relevant documentation, infringes any third -
party's intellectual property rights. Notwithstanding the foregoing, JustFOlA
shall not be required to indemnify Customer to the extent the alleged
infringement: (x) is based on information or requirements furnished by
Customer, (y) is the result of a modification made by a party other than
JustFOlA, or (z) arises from use of the Solution in combination with any other
product or service not provided or approved in writing byJustFOlA. If Customer
is enjoined from using the Solution, or JustFOlA reasonably believes that
Customer will be so enjoined, JustFOlA shall have the right, at its sole option, to
obtain for Customer the right to continue use of the Solution or to replace or
modify the same so that it is no longer infringing. If neither of the foregoing
options is reasonably available to JustFOlA, then the Order and/or applicable
addendum may be terminated at either party's option, and JustFOIA's sole
liability shall be subject to the limitation of liability provided in this Section.
(c) Limitation of Liability.
(i) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, EXEMPLARY,
INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT
LIMITATION, LOST REVENUES, PROFITS, SAVINGS OR BUSINESS) OR LOSS OF
RECORDS OR DATA, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES
HAS BEEN DISCLOSED TO SUCH PARTY IN ADVANCE OR COULD HAVE BEEN
REASONABLY FORESEEN BY SUCH PARTY, AND WHETHER IN AN ACTION BASED
ON CONTRACT, WARRANTY, STRICT LIABILITY, TORT (INCLUDING, WITHOUT
LIMITATION, NEGLIGENCE) OR OTHERWISE. EXCEPT FOR A PARTY'S
INDEMNIFICATION OBLIGATIONS, EACH PARTY'S MAXIMUM AGGREGATE
LIABILITY FOR ALL CLAIMS, LOSSES OR OTHER LIABILITY ARISING OUT OF, OR
CONNECTED WITH THE ORDER, THE SERVICES, DELIVERABLES AND/OR
SOLUTION PROVIDED, OR CUSTOMER'S USE OF ANY SUCH SERVICES,
DELIVERABLES, AND/OR SOLUTION, SHALL IN NO CASE EXCEED THE
AGGREGATE AMOUNTS PAID TO JUSTFOIA BY CUSTOMER UNDER THE
Page 10 of 11
APPLICABLE ORDER OR ADDENDUM, GIVING RISE TO SUCH CLAIM DURING THE
LAST SIX (6) MONTHS.
(ii) INDEMNITOR IS NOT REQUIRED TO SPEND MORE THAN $100,000
PURSUANT TO THIS SECTION, INCLUDING WITHOUT LIMITATION ON
ATTORNEYS' FEES, COURT COSTS, SETTLEMENTS, JUDGEMENTS, AND
REIMBURSEMENT OF COSTS.
The parties acknowledge that the limitation of warranties and liabilities as set
out in this Order are an essential basis of this Order between the parties and
that the prices agreed to be paid by Customer for Solution reflect these
limitations.
INSURANCE
During the term of this Order, JustFOIA shall carry, at its sole expense,
insurance coverage to include at a minimum the following:
• Workers Compensation: State statutory limits and $1,000,000 employers'
liability
• Comprehensive General Liability: $2,000,000 per occurrence and
$4,000,000 in the aggregate
• Professional Liability and Errors & Omissions: $1,000,000 per occurrence
and $3,000,000 in the aggregate
• Cyber and Technical Errors and Omissions: $3,000,000 in the aggregate
JustFOIA, at Customer's request, will name Customer as an additional insured
under the Comprehensive General Liability policy. JustFOlA represents that
Customer is automatically included as an additional insured under the Errors
and Omissions and Cyber and Technical Errors and Omissions policies for
vicarious liability but no modified certificate of insurance will be provided.
GOVERNMENT PROVISIONS
The provisions below are applicable only if Customer is a city, state, or other
governmental entity and then only to the extent required by laws rules and
regulations applicable to such entity.
(a) Compliance with Laws.
To the extent applicable to the parties each party shall comply with and give all
notices required by all applicable federal, state, and local laws, ordinances,
rules, regulations, and lawful orders of any public authority bearing on use of
the Solution and the performance of the Order.
(b) Equal Opportunity.
To the extent applicable to the parties each shall abide by the requirements of
41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a), and the posting requirements of
29 CFR Part 471, appendix A to subpart A, if applicable. These regulations
prohibit discrimination against qualified individuals based on their status as
protected veterans or individuals with disabilities and prohibit discrimination
against all individuals based on their race, color, religion, sex, sexual
orientation, gender identity or national origin.
(c) Excluded Parties List.
To the extent required by law, JustFOlA agrees to immediately report to
Customer if a JustFOlA employee or contractor is listed by a federal agency as
debarred, excluded or otherwise ineligible for participation in federally funded
health care programs.
MISCELLANEOUS
(a) Force Majeure.
If either of the parties hereto are delayed or prevented from fulfilling any of its
obligations under the Order by force majeure, said parties shall not be liable
under the Order for said delay or failure. "Force Majeure" means any cause
beyond the reasonable control of a party including, but not limited to, an act of
God, an act or omission of civil or military authorities of a state or nation,
epidemic, pandemic, fire, strike, flood, riot, war, delay of transportation, or
inability due to the aforementioned causes to obtain necessary labor, materials
or facilities.
(b) Audit Rights.
With reasonable notice and at a convenient location, Customer will have the
right to audit JustFOlA's records to verify that JustFOlA's invoicing to Customer
is correct.
JustFOIA I Order
(rev. 1/2022)
In addition, should any of Customer's regulators legally require access to audit
JustFOlA records, JustFOIA will, to the extent legally required by such
regulators, provide access for the same. All results of such audits shall be
JustFOlA Confidential Information.
Customer shall bear all costs associated with audits.
(c) Assignment.
Neither party may assign or otherwise transfer any of its rights, duties or
obligations under the Order without the prior written consent of the other
party. Either party, however, without any requirement for prior consent by the
other, may assign the Order and its rights hereunder to any entity who
succeeds (by purchase, merger, operation of law or otherwise) to all or
substantially all of the capital stock, assets or business of such party, if the
succeeding party or entity agrees in writing to assume and be bound by all of
the obligations of such party under the Order. The Order shall be binding upon
and accrue to the benefit of the parties hereto and their respective successors
and permitted assignees.
(d) Publicity.
JustFOIA may use the name of Customer, the existence of this Order and the
nature of the associated services provided herein for marketing purposes,
except that such use shall not include any Customer Confidential Information.
(e) Provisions Severable.
If any provision in the Order is held by a court of competent jurisdiction to be
invalid, void, or unenforceable, then such provision shall be severed from the
Order and the remaining provisions will continue in full force.
(f) Relationship of Parties.
JustFOIA's relationship to the Customer is solely that of an independent
contractor and nothing herein expressed or implied is intended, or shall be
construed, to confer upon or give to any person or entity, other than the
parties, any right or remedy under or by reason of this Order.
(g) Payment
Once payment has been received, no refunds for Recurring Services (Annual
Subscriptions) are available.
(h) Notices.
All notices, demands and other communications required or permitted
hereunder or in connection herewith shall be in writing and shall be deemed
to have been duly given if delivered (including by receipt verified electronic
transmission) or five (5) business days after mailed in the Continental United
States by first class mail, postage prepaid, to a Party at the following address,
or to such other address as such Party may hereafter specify by notice:
JustFOlA, Inc.
3717 Apalachee Parkway, Suite 201
Tallahassee, FL 32311
Attn: Legal Department
Email: legal@justfoia corn
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