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PURCHASE AGREEMENT
THIS AGREEMENT is hereby made and entered into this 9_0day of October, 2020, by
and between the City of Elgin,Illinois,a municipal corporation(hereinafter referred to as"City")and
Siteimprove, Inc., a California corporation, (hereinafter referred to as"SITE" " or"Seller").
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
contained herein,the sufficiency of which is hereby mutually acknowledged,the parties hereto hereby
agree as follows:
1. City shall purchase,and SITE shall provide the services described by and pursuant to the terms
contained in Attachment A, attached hereto and made a part hereof except as modified by their
agreement.
2. This agreement is subject to and governed by the laws of the State of Illinois. Venue for the
resolution of any disputes or the enforcement of any rights arising out of or in connection with this
agreement shall be the Circuit Court of Kane County, Illinois. SITE hereby irrevocably consents to
the jurisdiction of the Circuit Court of Kane County, Illinois for the enforcement of any rights, the
resolution of any disputes and/or for the purposes of any lawsuit brought pursuant to this agreement
or the subject matter hereof;and SITE agrees that service by first class U.S.mail to Siteimprove,Inc.,
7807 Creekridge Circle, Bloomington, MH 55439 shall constitute effective service with a copy to
legal@siteimprove.com. Both parties hereto waive any rights to a jury. Notices to the City shall be
to: City of Elgin, Legal Department, 150 Dexter Court, Elgin, Illinois 60120.
3. There shall be no modification of this agreement, except in writing and executed with the
same formalities as the original.
4. This agreement embodies the whole agreement of the parties. There are no promises, terms,
conditions or obligations other than those contained herein, and this agreement shall supersede all
previous communications, representations or agreements, either verbal, written or implied between
the parties hereto.
5. Interest charged to the City shall be limited to the maximum rate allowed by law.
6. The terms of this agreement shall be severable. In the event any of the terms or the provisions
of this agreement are deemed to be void or otherwise unenforceable for any reason, the reminder of
this agreement shall remain in full force and effect.
7. Notwithstanding any other provision of this agreement, it is expressly agreed and understood
that in connection with the performance of this agreement, SITE shall comply with all applicable
federal, state, city and other requirements of law, including, but not limited to, any applicable
requirements regarding prevailing wages, minimum wage, workplace safety and legal status of
employees. Without limiting the foregoing,SITE hereby certifies,represents and warrants to the City
that all of SITE'S employees and/or agents who will be providing products and/or services with
respect to this agreement shall be legally authorized to work in the United States. SITE shall also, at
its expense, secure all permits and licenses, pay all charges and fees, and give all notices necessary
and incident to the due and lawful prosecution of the work, and/or the products and/or services to be
provided for in this agreement. The City shall have the right to audit any records in the possession or
control of SITE to determine SITE'S compliance with the provisions of this section. In the event the
City proceeds with such an audit, SITE shall make available to the City SITE'S relevant records at
no cost to the City. City shall pay any and all costs associated with any such audit. Such audits may
occur no more frequently than once per year. In the event the City wishes to perform an on-site audit,
such audit shall be at Siteimprove facilities only, and upon seven(7) days prior written notice.
8. This agreement may be executed in counterparts, each of which shall be an original and all of
which shall constitute one and the same agreement. For the purposes of executing this agreement,
anysigned copyof this agreement transmitted byfax machineore-mailall manners gn g shall be treated in
and respects as an original document. The signature of any party on a copy of this agreement
transmitted by fax machine or e-mail shall be considered for these purposes as an original signature
and shall have the same legal effect as an original signature. Any such faxed or e-mailed copy of this
agreement shall be considered to have the same binding legal effect as an original document. At the
request of either party any fax or e-mail copy of this agreement shall be re-executed by the parties in
an original'form. No party to this agreement shall raise the use of fax machine or e-mail as a defense
to this agreement and shall forever waive such defense.
9. In the event of any conflict between the terms and provisions of this purchase agreement and
Attachment A hereto,the terms and provisions of this purchase agreement shall supersede and control.
10. City shall pay the total sum of$3,300 within thirty (30)days of receipt of invoice. The City
is an Illinois municipal corporation and is exempt from sales tax. The City shall not be required to
provide proof of exemption.
11. SITE shall implement the annual subscription agreement and standard support plan as
provided for in Attachment A within three days of the date of this agreement.
12. In no event shall City be liable for any monetary damages in excess of the purchase price
contemplated by this agreement. In no event shall City be liable for any consequential, special or
punitive damages, or any damages resulting from loss of profit.
13. Notwithstanding anything to the contrary provided herein, this Agreement shall terminate on
July 1, 2021, and shall not automatically renew.
14. Notwithstanding anything to the contrary provided herein, including but not limited to any
attachments hereto, in no event shall the City's good faith compliance with the disclosure
requirements of the Illinois Freedom of Information Act (5 ILCS 140/1, et seq.) constitute or be
construed as a breach of this agreement.
15. Notwithstanding anything to the contrary provided for in Attachment A or elsewhere herein,
the City will be invoiced for the Fee upon signing this agreement for access to the Included Services
from July 2, 2020—July 1, 2021.
16. The City is a tax-exempt municipal corporation. Notwithstanding anything to the contrary
provided for in Attachment A or elsewhere herein,the City shall not be required to pay any sales tax.
2
17. Notwithstanding anything to the contrary provided for in Attachment A or elsewhere herein,
SITE hereby waives any and all claims or rights to interest on money claimed to be due pursuant to
this agreement, and waives any and all such rights to interest to which it may otherwise be entitled
pursuant to law,including,but not limited to,pursuant to the Local Government Prompt Payment Act
(50 ILCS 505/1, et seq.), as amended, or the Illinois Interest Act (815 ILCS 205/1, et seq.), as
amended. The provisions of this paragraph shall survive any expiration, completion and/or
termination of this agreement.
18. Confidential Information. Notwithstanding anything to the contrary provided for herein or in
any attachments hereto, the City's good faith compliance with the requirements of the Illinois
Freedom of Information Act(5 ILCS 140/1,et. seq.), shall not constitute nor be construed as a breach
of this Agreement.
SITEIMPROVE, INC. CITY
Amber Schueler
riscw,pagr Richard . za , City ana e
•
[ krdw.LLLr Attes
1:,11110!11,I.'fTl.lr
Signature City Cl
Manager of Customer success
Title
F:\Legal Dept\AgreementWurchase Agreement-Site Improve-9-28-20.docx
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ATTACHMENT A
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Software-as-a-Service Subscription Agreement
This Software-as-a-Service Subscription Agreement("Agreement")is by and between Siteimprove, Inc.,a California
corporation with a business address at 7807 Creekridge Circle, Minneapolis, MN 55439,and its Affiliates(defined below)
(collectively,"Siteimprove")and City of Elgin("Customer"/"you"/"your")for Siteimprove services.This Agreement
consists of the following:(A)this Software-as-a-Service Subscription Agreement document;(B)Exhibit A,"Website(s);(C)
Exhibit B,"Terms and Conditions";and(D)any other exhibits listed in this Agreement.
This Agreement replaces the previous Agreement with Quote#68935.
This offer is only valid if signed by you on or before October 30,2020.After that date, please contact Siteimprove to issue a
new offer.
Below is a description of the modules that are included in the Agreement("Included Services"):
Product Bundle:Government&Non-Profit Complete
Included Services Limits(the"Limits")*
Quality Assurance 2,500 Pages
Crawls website and identifies quality issues.
Policy
Allows Customer to set website parameters to ensure consistency in content.
Accessibility
Checks website against selected WCAG 2.1 accessibility standards and WAI-ARIA techniques.
SEC,
Details technical and content-related issues affecting search engine rankings and traffic to the
website.
Priority
Allows Customer to set criteria for order in which issues and errors are reported. This service
requires the implementation of a script on the website.
Response 1 Response Check
Monitors website's availability and performance. Points
Premium Support Plan
'The Limits consist of the following and their applicable definitions:
Pages:A Page is an electronic document created with HTML and accessible with a browser.
Response Check Points:Response Check Points are single URLs that are monitored for up-time and response time performance from a series of reliable servers across the
globe.
Yearly Page Views:Yearty Page Views are the total number of Page Views a website will generate over the course of 365 days.A'Page View'is a single view by a website user
of a page on a website that is being tracked by the Siteimprove Analytics tracking code.If a user clicks reload after reaching the page,it is counted as an additional Page View.If a
user navigates to a different page and then returns to the original page,an additional Page View is recorded.
PDFs:Portable Document Format(PDF)is a file format that has captured all the elements of a printed document as an electronic image that you can view,navigate,print,or
forward to someone else.To be included in this subscription a PDF must be hosted on one of the covered websites.
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Access to the services
Please allow up to five business days for setup to the Included Services to be completed.The Included Services can be
accessed at http://my.siteimprove.com.At that location,you can administer the logins for your authorized users.The
Included Services also include training and tech support pursuant to Exhibit C.
Academy Plus
Siteimprove's Academy offers courses on Accessibility,Analytics,and SEO(each a"Course").The Included Services also
include access to Siteimprove's Academy Plus for up to 20 users at no additional charge.Academy Plus includes all
Courses and learning tracks,a team leaderboard,administrative capabilities,and reporting.Academy Plus can be accessed
through your dashboard at the URL stated above.
Limitations
The Included Services are subject to the following limitations:
• Your use of the Included Services is subject to the Limits. If you exceed the Limits,we will notify you that continued
use in excess of the Limits may subject you to additional charges which will be documented in a mutually-agreed
change order.
• Included Services may only be run on the website(s)listed in Exhibit A.
• Websites can be added to the Included Services,subject to the approval of Siteimprove. Additional URLs may
subject you to additional charges,which will be documented in a mutually-agreed change order.
• You must be the owner of the approved website(s).
• You can only add websites—approved websites cannot be replaced with different websites.
• Included Services may only be run on public websites that do not contain sensitive or personal information.
Term
The first date for this Agreement(the"Effective Date")is July 2,2020.This Agreement will remain in force for a period of 1
year following the Effective Date(the"Initial Term").After the Initial Term,this Agreement will automatically renew for one or
more additional consecutive periods of 12 months(the"Renewal Term")until terminated according to Section 3
(Termination)of the Terms.
Subscription Fees
The annual subscription fee(excluding applicable taxes)for the Included Services is: $3,300(the"Fee").
Invoices & Payments
All invoices are sent to the email address listed in the Customer Information section. If an email address is not listed,your
invoice will be sent to the most current email address that Siteimprove has on file.
•
You will be invoiced as follows:
• On July 2,2020,you will be invoiced for the Fee.
• At least 45 days prior to the expiration of the Initial or Renewal Term,you will be invoiced for the Fee...
All invoices must be paid pursuant to the terms set forth in Section 2 of the Terms and Conditions(Exhibit B).
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Customer Information (Required)
You may be subject to sales tax(or equivalent). Sales tax is determined based on the below-entered service location. Sales
tax is not included in the Fee.
Service Address(Must be a physical address.The Service Address cannot be a PO Box)
Name:
Address:
Email:
Phone:
Billing Address(only complete if different from Service Address)
Name:
Address:
Email:
Phone:
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Customer Information
You may be subject to sales tax(or equivalent)unless you can provide proof of exemption.Are you exempt from
sales tax?
❑ Yes, please attach exemption form.
❑ No.
Is a Purchase Order Number("PO")required?
❑ Yes,please provide Purchase Order Number:
❑ No
If a PO is required,will you be providing a new PO for each invoice?
❑ Yes
❑ No,the provided PO number can be used for the initial invoice and all subsequent invoices
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Signatures
By signing below,each party acknowledges that it has carefully read and agrees to be bound by the terms of this
Agreement.This Agreement will become effective on the Effective Date.
SITEIMPROVE Inc. City of Elgin
Signature Signature
Name Name
Date Date
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Exhibit A: Website(s)
The Included Services may be run on the following website(s):
• www.cityofelgin.org/
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Exhibit B: Terms and Conditions
1. DEFINITIONS to the time such portion was communicated to the
a. Interpretation. Capitalized terms used in these receiving party,through no fault of that party; (b)was
Terms and Conditions will have the meanings rightfully in the receiving party's possession free of
ascribed to them in the Agreement or as defined any obligation of confidence at or subsequent to the
below.Terms other than those defined below will be time such portion was communicated by the
given their plain English meaning and terms of art disclosing party;(c)was developed by the receiving
having specialized meanings in the software industry party independently of and without reference to any
will be construed in accordance with industry information communicated by the disclosing party;
standards. Unless the context otherwise requires, (d)was communicated by the disclosing party to an
words importing the singular include the plural and unaffiliated third party free of any obligation of
words importing the masculine include the feminine confidence;or(e)is approved by the disclosing party
and vice versa where the context so requires. for release by the receiving party.
b. "Affiliate"means any entity directly or indirectly
controlling or controlled by or in common control with 2. INVOICES; PAYMENTS; PAST-DUE INVOICES;
a party,where"control"is defined in this context as RENEWALS
the ownership of at least fifty percent(50%)or more Unless expressly agreed otherwise,the Fee for the
of the voting stock or other interest entitled to vote on Initial Term will be invoiced on the Effective Date.At
general decisions reserved to stockholders, partners, least 45 days prior to the expiration of the Initial or
or other owners of such entity.An entity shall no Renewal Term,Customer will be invoiced for the Fee
longer be an Affiliate when through loss,divestment, for the Renewal Term. The Fee during any Renewal
dilution or other reduction of ownership,the requisite Term will be increased by 3%above the Fee in the
control no longer exists. immediately prior term. Customer will pay all
c. "Confidential Information"means information invoices within 30 days of issuance.Unless
that is marked or otherwise identified as confidential expressly agreed otherwise,all prices are in United
or proprietary,or that would otherwise appear to a States Dollars.There is no charge for updates to,or
reasonable person to be confidential or proprietary in new releases of, Included Services. However
the context and circumstances in which the Siteimprove may launch new
information is known or used that either party modules/services/products that are not covered by
discloses on or after the Effective Date,to the other the Fee. In the event that an invoice becomes past-
party or its parents,affiliates'employees, due,Siteimprove will notify Customer by phone or
contractors,officers,directors,partners,agents, email.After Siteimprove has provided notice,
attorneys,accountants or advisors.Confidential Customer will have five business days to pay the
Information includes:business processes,practices, past-due invoice. If Customer fails to make the
methods,policies, plans,operations,services, payment by the end of the cure period,then
strategies,techniques,agreements,contracts,terms Siteimprove reserves the right to: (i)begin charging
of agreements,transactions,potential transactions, Customer interest for the past-due amount at an
negotiations,pending negotiations,know-how,trade interest rate of 1.5%per month,or the highest rate
secrets,computer programs,computer software, allowed by applicable law,whichever is smaller;(ii)
applications,operating systems,software design, discontinue the Included Services;or(iii)terminate
web design,databases,records,financial this Agreement pursuant to Section 3(a)
information,results,accounting information, (Termination).
accounting records,legal information,pricing 3. TERMINATION
information,credit information,payroll information, a. For Material Breach. Either party may
staffing information,internal controls,security terminate this Agreement in the event of a material
procedures,sales information,revenue,costs, breach by the other party of its obligations under this
communications,original works of authorship, Agreement if the other party fails to cure the breach
customer information,and customer lists. within 30 days after receipt of written notice of
Confidential Information does not include information breach.
that:(a)was in the public domain prior or subsequent
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b. For Convenience. During the Initial Term or Siteimprove reserves all rights not expressly granted
Renewal Term,either party may terminate this to Customer under this Agreement.The use of
Agreement at any time for its convenience,with or Siteimprove's intellectual property beyond the
without cause,by giving written notice to the other express access grant in this Section 4 is outside the
party at least 90-days prior to the start of the scope of this Agreement.
Renewal Term.Customer remains liable for payment d. Support.Siteimprove will provide support to the
of all Fees owed and will not be entitled to a credit or Customer pursuant to the agreed plan attached as
refund when the Agreement is terminated pursuant Exhibit C. In no event will Siteimprove be obligated to
to this Section 3(b). furnish support for any version of the Included
• Services that Customer has modified or altered in
4. INCLUDED SERVICES any way.
Subject to the terms and conditions of this e. Operational Data.The Included Services are
Agreement, Siteimprove will allow the Customer to designed to collect certain operational data,which
access the Included Services. may be used by Siteimprove for various business
a. Ownership.Customer acknowledges and purposes,which may include customer support,
agrees that Siteimprove owns and shall remain the verifying the need for and providing updates to the
sole owner of all intellectual property rights vested in Included Services,market research and product
the Included Services created prior to or during the planning,verifying Customer's compliance with the
performance by the parties of this Agreement.This terms and conditions of this Agreement and
ownership right includes any inventions,patents, protecting Siteimprove's intellectual property. If
utility model rights,copyrights,design rights, mask Customer has used the Included Services outside
works,trademark rights,or know-how,whether the parameters set forth in the Agreement,Customer
registered or not. will be required to pay additional fees to cover the
b. Use.The right to access the Included Services additional use.
is worldwide,non-transferable, non-assignable f. Development Site.The Included Services may
(except as permitted in this Agreement)and limited be used on a temporary staging environment,which
in time to access and use during the Initial and any hosts web content prior to the launch of Customer's
Renewal Terms and solely for Customer's internal new website(a"Development Site")for up to one
business purposes by Customer's authorized agents. (1)year at no additional charge("Complimentary
Customer will have access to the Included Services Scanning").Customer's live website must be
only for those website domain(s)authorized pursuant included in Customer's subscription,and the Limits
to this Agreement. applicable to a Development Site must not exceed
c. Restrictions.This right is not a perpetual right the Limits of the mirrored live site.Customer's
to use,and Customer has no right to retain or to use permanent testing environments which remain active
the Included Services after termination of the Initial post-launch for ongoing testing and maintenance
or Renewal Term.Customer has no right to rent, purposes are not eligible for Complimentary
lease,assign,transfer,sublicense,display or Scanning.To add a Development Site,Customer
otherwise distribute or make the Included Services must either:(i)add the Development Site via the
available to any third party.Without limiting the Siteimprove platform;or(ii)submit a ticket through
generality of any other provisions stated in this the Siteimprove Help Center
Agreement,the Included Services may not be(a) (https://support.siteimprove.com).
used in the performance of services for or on behalf
of any third party or as a service bureau;(b) 5. REPRESENTATIONS AND WARRANTIES
modified, incorporated into or combined with other a. For Siteimprove.Siteimprove represents and
software,or created as a derivative work of any part warrants that:(i)it has the full power and authority to
of the Included Services;(c)used to process any enter into and perform its obligations under this
sensitive or personal information;or(d)used for any Agreement; (ii)this Agreement has been duly
illegal purpose.Customer may not modify, authorized,executed and delivered by it and
disassemble,decompile or otherwise reverse constitutes the valid,legal and binding agreement of
engineer the Included Services nor permit any third it and is enforceable against it;(iii)entering into and
party to do so except as expressly permitted by law. performing its obligations under this Agreement will
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not result in any breach of,or constitute a default earthquake or explosion;(c)war, invasion, hostilities
under,any other agreement to which it is a party; (whether war is declared or not),terrorist threats or
and(iv)the Included Services will perform acts, riot or other civil unrest;(d)government order
substantially as described in this Agreement, or law; (e)actions,embargoes or blockades in effect
provided that it is used in accordance with the on or after the date of this Agreement;(f)action by
Agreement,including on the specified domains. any governmental authority;(g)national or regional
These representations and warranties are only for emergency;(h)strikes,labor stoppages or
the benefit of Customer. slowdowns or other industrial disturbances;and(i)
b. For Customer.Customer represents and shortage of adequate power or transportation
warrants that:(i)it has the full power and authority to facilities.A change in economic circumstances is not
enter into and perform its obligations under this a Force Majeure Event. If a Force Majeure Event
Agreement;(ii)this Agreement has been duly occurs,the Impacted Party will provide prompt notice
authorized,executed and delivered by it and to the other party,stating the period of time the
constitutes the valid,legal and binding agreement of failure or delay is estimated to last. In the event that
it and is enforceable against it;(iii)entering into and the Impacted Party's failure or delay remains
performing its obligations under this Agreement will uncured for a period of 30 days following written
not result in any breach of,or constitute a default notice,either party may terminate this Agreement
under,any other agreement to which it is a party; (iv) upon five days'written notice.
it has full and legal right or authorization to display,
disclose,transfer,assign or convey the information 7. LIMITATION OF LIABILITY
set forth and accessible on the websites on which a. In no event will either party or its agents,
the Included Services will be administered;and(v)it officers,directors,employees,successors,
is aware that the Included Services are designed and assigns,or Affiliates be liable to the other party
developed to handle information that can be viewed or its agents,officers,directors,employees,
on a public website and acknowledges that any data successors,assigns,or Affiliates for any
scanned through the Included Services on a indirect,incidental,consequential,punitive,or
Development Site will be processed and stored by other special damages.This limitation includes
Siteimprove just as data scanned on a public any loss of profits,business interruption,
website. goodwill, loss of data/content or the restoration
c. Disclaimer.Except for the express of any of those items.
representations and warranties listed in this b. In addition to and without limiting the
Agreement,each party makes no representations generality of Section 7(a),the aggregate liability
or warranties of any kind,whether express or of either party for any and all claims arising out
implied,and expressly disclaims all warranties of of or relating to this Agreement will, in any
title,non-infringement,merchantability,and circumstances,be limited to the Fees paid or
fitness for a particular purpose.Unless set forth payable by Customer to Siteimprove for the right
in this Agreement, no oral or written information to access or use the Included Services during the
or advice given by either party will create a Initial Term or any Renewal Term(as the case
representation or warranty. may be).
6. FORCE MAJEURE 8. CONFIDENTIALITY
No party will be liable or responsible to the other Each party will: (a)hold Confidential Information in
party,or be deemed to have defaulted under or confidence;(b)use its best efforts to protect
breached this Agreement,for any failure or delay in Confidential Information in accordance with the same
fulfilling or performing any term of this Agreement degree of care with which it protects its own
(except for any obligations to make payments to the Confidential Information;and(c)not disclose the
other party),when and to the extent such failure or other party's Confidential Information to any third
delay is caused by or results from acts beyond the party,except in response to a valid order by a court
impacted party's("Impacted Party")reasonable or other governmental body or as required by law.
control("Force Majeure Events"). Force Majeure The receiving party will promptly give notice to the
Events include:(a)acts of God; (b)flood,fire, disclosing party of any unauthorized use or
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disclosure of the disclosing party's Confidential of Illinois will have exclusive jurisdiction and the
Information.The receiving party agrees to assist the parties will submit to the jurisdiction of those courts.
disclosing party in remedying any such unauthorized
use or disclosure of the disclosing party's 12. NO WAIVER
Confidential Information.At any time,upon written The delay or failure of either party to exercise any
request,the receiving party will return or destroy the right,power,or privilege under this Agreement is not
Confidential Information that the disclosing party has to be treated as a waiver of that right,power,or
provided to it. privilege.
9. ASSIGNABILITY 13. PUBLICITY
This Agreement is binding upon and will inure to the Customer consents to Siteimprove reproducing and
benefit of the parties,their legal representatives, publicizing its trading name,trademarks,logos and
successors,and assigns. Except as otherwise any Included Services utilized by Customer,on the
expressly provided in this Agreement, neither party corporate website of Siteimprove and in company
may assign,transfer,convey or encumber this presentations.Customer retains the right to revoke
Agreement or any rights granted in it,either this consent through written notification to
voluntarily or by operation of law,without the prior Siteimprove.
written consent of the other party.Any attempt to do 14. COUNTERPARTS
so is null and void.Notwithstanding the foregoing,a The Agreement may be executed in any number of
• party shall have the right to assign this Agreement to counterparts. Each counterpart is an original and,
its parent entity or affiliates or to a successor entity in when combined with another counterpart,will be
the event of a merger,consolidation,transfer,sale, treated as part of the same document.Any
stock purchase,or public offering, provided the counterparts of this Agreement may be delivered
assignee is subject to all obligations of the electronically in PDF format;these formats have the
Agreement. same effect as an original executed counterpart.
10. NOTICES 15. SEVERABILITY
Unless expressly set forth in the Agreement,all Any provision of this Agreement that is prohibited or
notices and other communications required by this unenforceable in any jurisdiction is ineffective to the
Agreement must be in writing and sent to the parties extent of that prohibition or unenforceability in that
at the addresses set forth below via overnight courier jurisdiction.The validity,enforceability,or legality of
service,express postal service,or email with read the remaining provisions will not be affected.
receipt.Notices are effective only: (a)upon receipt;
and(b)if the party giving the Notice has complied 16. ENTIRE AGREEMENT
with the requirements of this Section. Notice to This Agreement constitutes and expresses the entire
Customer should be sent to the address set forth in agreement and understanding between the parties.
the Customer Information Section. Notice to This Agreement supersedes any prior
Siteimprove should be sent to: communications,understanding,commitments,or
Siteimprove, Inc. agreements,oral or written,with respect to the
Attn: Legal Department subject matter of this Agreement.The parties are not
7807 Creekridge Circle relying on any representations or warranties other
Minneapolis,MN 55439 than those expressly listed in this Agreement.Any
With a copy to: standard or boilerplate terms and conditions included •
leoal(&siteimorove.com on any document provided by one party to another
11. GOVERNING LAW (e.g.,click-wrap agreements and purchase orders)
This Agreement will be governed by and construed in are not part of this Agreement and will not be binding
accordance with the laws of Illinois and the United on either party.Any changes or modifications to this
Agreement must be in writing,acknowledge the
States of America,except for its conflicts of law rules intent to amend the terms and conditions of this
and principles. In the event of any suit or proceeding Agreement and be signed by an authorized
arising out of or related to this Agreement,the courts representative of both parties before taking effect.
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Exhibit C - Premium Support Plan
1.SCOPE OF SERVICES.Siteimprove provides Premium support as set forth in this Premium Support Plan.
2.SELF-HELP RESOURCES.Customers can take full advantage of Siteimprove self-help tools,available online via our
Help Center(https://support.siteimprove.com/). From that page,Customers can find links to technical documentation and
knowledge base articles,discuss issues with other users in our community forums, review what's new,read technical notes,
and access free webinars.
3.PRODUCT SUPPORT AND TRAINING. Customers can contact Siteimprove for product support,training,and additional
services by visiting our Help Center(https://support.siteimprove.com/).At that location, Customers can submit a support
ticket 24x7x365.
3.1 SERVICE LEVELS.Siteimprove will utilize commercially reasonable efforts to promptly respond to all requests.
Siteimprove aspires to review and respond to at least ninety percent(90%)of all tickets and requests within one(1)
Business Day."Business Days"are defined as the days on which Customer's regional support center is open for
business(see Section 4). Besides general questions and technical issues,services covered by these tickets and
requests include:
• Custom CMS deep-link setup
• Custom event-tracking setup(setup of ten events)
• Custom setup of internal search tracking
• Setup of Development website crawls
• Set up of non-public website(excluding development sites and subject to additional terms and conditions)
• Set up of custom advanced policies
3.2 SEVERITY LEVELS.When submitting a support ticket,Customers are asked to specify a severity level. The
severity level is a measure of the relative impact of the reported issue on the Customer's systems or business.
Accurately defining the severity ensures a timely response and helps Siteimprove to better understand the nature of
the issue.
COSMETIC MINOR MAJOR CRITICAL
• Minor problem not • Service is operational but • Service is operational but • Service is down or
impacting service partially degraded for performance is highly unavailable
functionality some or all users,and an degraded to the point of • Critical features or
• Feature requests or acceptable workaround or major impact on usage functionality is unavailable or
missing or erroneous solution exists • Important features are inaccessible, resulting in
documentation • The problem is with a non- unavailable,with no total disruption of work or
• Question/information critical feature or acceptable workaround; critical business impact
request that does not functionality however,operations can • Service crashes or hangs
affect delivery of continue in a restricted indefinitely causing
service fashion unacceptable or indefinite
• Access to a particular third- delays for resources or
party application or service response
provider deemed noncritical • Data is corrupted or lost and
is impacted must be restored from
backup
• Any critical error
encountered will be worked
•
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on by Siteimprove during
EMEA business hours until
resolved
4.SUPPORT AVAILABILITY.Siteimprove has regional support centers servicing the Americas, EMEA and APAC.Open
hours for these regional support centers are as follows.
• Americas Support Center-Minneapolis,MN,USA
Weekdays 8:00 a.m.to 5:00 p.m.—Central Standard Time(CST/CDT)-0600 UTC
excluding the following holidays:New Year's Day, Memorial Day, Independence Day, Labor Day,Thanksgiving
Day,Day after Thanksgiving.Christmas Eve,Christmas Day,Day after Christmas, New Year's Eve
• EMEA Support Center-Copenhagen, Denmark
Weekdays 8:00 a.m.to 5:00 p.m.—Central European Time(CET/CEST)+0100 UTC
excluding Danish public holidays
• APAC Support Center-Sydney, NSW,Australia
Weekdays 8:00 a.m.to 5:00 p.m.—Australian Eastern Standard Time(AEST/AEDT)+1000 UTC
excluding New South Wales national and regional public holidays
5.SYSTEM AVAILABILITY.
5.1 STANDARD.Siteimprove will maintain its systems and operations to ensure Customer has access to the Included
Services ninety-nine percent(99%)of the time("System Availability").System Availability is calculated as:
[Total number of minutes in a calendar month]•((Scheduled Downtime)+[Unscheduled Outage Time]) x 10040
[Total number of minutes in a calendar month]-[Scheduled Downtime]
Scheduled Downtime is defined in Section 8."Unscheduled Outage Time"is the number of minutes where the system
is unavailable outside of the Scheduled Downtime. Unscheduled Outage Time does not include any exclusions defined
in Section 5.3(Exceptions).
5.2 MONITORING AND MANAGEMENT.Siteimprove will regularly monitor and manage its systems and operations to
meet or exceed the System Availability.Such monitoring and management will include proactively monitoring all
Included Service functions,servers,firewall and other components of Included Service security. If such monitoring
identifies,or Siteimprove otherwise becomes aware of,any circumstance that is reasonably likely to threaten the
System Availability,then Siteimprove will take necessary and commercially reasonable remedial measures to promptly
eliminate or mitigate the actual or potential threat. If the Included Service or any Included Service function or
component is not available,Siteimprove will:(a)verify the outage; (b)if the outage is verified,notify Customer as long
as Customer has signed up for email alerts at htto://status.siteimorove.com/(https://support.siteimprove.com/);(c)
resolve the outage or,if determined to be an internet provider problem,open a ticket with the internet provider;and(d)
subject to the Customer having signed up for email alerts as described in Section 5.2(b), notify Customer when the
outage has been resolved,along with any pertinent findings.
5.3 EXCEPTIONS.No period of Included Service degradation or inoperability will be included in Unscheduled Outage
Time when calculating System Availability to the extent that such downtime or degradation is a result of:(i)Customer's
misuse of the Included Services;(ii)failures of Customer's internet connectivity;(iii)Customer's failure to meet any
minimum hardware or software requirements;or(iv)Scheduled Downtime.
6.SYSTEM RESPONSE RATE. Siteimprove will maintain its systems and operations to ensure that ninety-five percent
(95%)of the time,the Included Services will provide a response to an external system inquiry in three seconds or less
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("Response Rate"). The Response Rate will be measured from the time the inquiry is received by the Included Services to
the time that the response is sent by the applicable system. The Response Rate does not include any time during which
Siteimprove is performing system maintenance.The Response Rate will be measured by a third-party solution of
Siteimprove's choosing and reporting is available upon written request.
7.LIABILITIES.Siteimprove will exercise its best efforts to meet the standards set forth in this plan. In the event of a
material failure to meet the above standards in any given month,a service credit in the amount of three percent(3%)of the
pro-rated annual subscription fees for the applicable month will be issued for Customer and available for future subscription
fees("Service Credit").Siteimprove has no obligation to issue any Service Credit unless(i)Customer reports the material
failure to Siteimprove immediately on becoming aware of it;and(ii)requests such Service Credit in writing within three days
of the failure. In no event will a Service Credit exceed 10%of the annual subscription fee as set forth in the Agreement.The
Service Credit is non-refundable upon termination of Customer's Agreement with Siteimprove.The parties acknowledge and
agree that the Service Credit is intended to be Customer's sole and exclusive remedy with respect to any failure by
Siteimprove under this plan.
8.SCHEDULED DOWNTIME.Siteimprove will notify Customer through email alerts at least twenty-four(24)hours in
advance of all scheduled outages of the included Services("Scheduled Downtime")as long as Customer has signed up for
the alerts at htto://status.siteimprove.com(https://support.siteimprove.com/).
9.MAINTENANCE OF INCLUDED SERVICES.Siteimprove will regularly maintain the Included Services to meet or exceed
the System Availability.Such maintenance services will include providing to Customer:(a)all updates,bug fixes, new
releases, new versions and other improvements to the Included Services;and(b)all services and repairs that Siteimprove
deems necessary to maintain or provide access to the Included Services.
10.TERM. This Premium Support plan remains in force for as long as Customer continues to pay Siteimprove for the
Premium Support.Siteimprove has sole discretion to update the terms of this plan at any time. In such event,said update(s)
will not result in a reduction in the level of support set forth in this plan.Any updates shall be provided to Customer in a
timely fashion.
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