18-143 Resolution 18-143
RESOLUTION
AUTHORIZING THE RENEWAL AND EXECUTION OF 'ERVICE ORDERS AND FIRST
PLATFORM ADDENDUM TO THE BOX SERVICE AG' :EMENT WITH BOX, INC. FOR
CLOUD BASED DATA STORAGE AND DOCUMENT M•NAGEMENT PLATFORM AND
FOR CONSULTING SERVICI S
BE IT RESOLVED BY THE CITY COUNCIL OF T E CITY OF ELGIN, ILLINOIS,
that pursuant to Elgin Municipal Code Section 5.02.020B(9) t e City Council hereby finds that an
exception to the requirements of the procurement ordinance is ecessary and in the best interest of
the city; and
BE IT FURTHER RESOLVED BY THE CITY COU CIL OF THE CITY OF ELGIN,
ILLINOIS, that Richard G. Kozal, City Manager, and Kimber y A. Dewis, City Clerk, be and are
hereby authorized and directed to renew and execute service o ders and First Platform Addendum
to the Box Service Agreement on behalf of the City of Elgin ith Box, Inc. for cloud-based data
storage and document management platform, a copy of whic is attached hereto and made a part
hereof by reference.
s/ Davis J. Ka stain
David . Kaptain, Mayor
Presented: December 19, 2018
Adopted: December 19, 2018
Omnibus Vote: Yeas: 8 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
FIRST PLATFORM ADDENDUM TO THE BOX SER ICE AGREEMENT
This First Platform Addendum,hereby made and entered into t is 19 day of December ,2018 to the
Box Service Agreement (the "Agreement"), dated December 7, 2016, by and between Box, Inc., a Delaware
corporation, ("Box") and the City of Elgin, Illinois, a municipal corporation, ("Customer"), (attached hereto and
made a part hereof as Attachment B)as each are identified on the Servic- Order attached hereto and made a part
hereof as Attachment A, is effective, and Customer agrees to be bound by its terms, upon the Service Start Date
set forth in Attachment A. Box and Customer are sometimes referre• to herein individually as a "Party" and
together as the"Parties".
RECITALS
WHEREAS,the Parties entered into the Agreement whereby Cu tomer purchased the right to access the
Box Service.
WHEREAS, the Parties wish to modify the Agreement by ad•ing certain terms and conditions to the
Agreement in order for Customer to purchase one or more of Box's Plat •rm Products(as defined below).
NOW THEREFORE, in consideration of these premises and the mutual promises contained herein, the
sufficiency of which is mutually acknowledged,the Parties agree as folio s:
Section 1. Applicability
This First Platform Addendum is subject to the terms and conditions oft e Agreement and is applicable only when
Customer has purchased Platform Products under an executed Order. II references under the Agreement to the
"Box Service" shall be deemed to include the Platform Products and :xcept as otherwise set forth in this First
Platform Addendum,all terms and conditions of the Agreement shall ap•ly.
Section 2. Definitions
Capitalized terms not otherwise defined herein shall have the same meaning ascribed to such terms in the
Agreement.
"API"means the application-programming interface used by Customer t. access functionality as provided by Box.
"Box Platform View" means certain features of the Platform Products hat permit a Platform Service Account, a
User,or Platform Application User to view,annotate and comment on C•ntent.
"Content" has the meaning set forth in the Box Service Agreement; pr•vided that for the purposes of this First
Platform Addendum, "Content" shall also include Content uploaded by Platform Application Users and Platform
Service Accounts.
"Monthly Active User"or"MAU" means a Platform Application User th:t is Active.A Platform Application User is
deemed to be"Active"when an application uses the Box Service to acc-ss a Platform Application User via an API
call(made by or on the behalf of the Platform Application User account) :t least once in a monthly calendar period.
"Monthly Platform API Calls" means the total number of all API calls ade by a Platform Application to the Box
Service within a monthly calendar period on behalf of:(a)a Platform Ap•lication User;(b)a User;or(c)a Platform
Service Account. Except as otherwise set forth in the applicable Order, -xcluded from Monthly Platform API Calls
are API calls made on behalf of: (i) third party software applicatio integrations that were permitted with
Customer's purchase of the Box Service as set forth in the applicable Ord:•r;(ii)Box provided applications(e.g.,the
Box Web App,Box Desktop, Box Notes,Box Capture);or(iii) Box provide,' services(e.g. Box Shuttle),if applicable.
For clarity,any API calls resulting from a Platform Application will be co sidered chargeable if 95%of its Monthly
Platform API Calls are used by or on behalf of Customer.
"Monthly Platform Bandwidth" means the total amount of platform ba dwidth (ingress and egress of data to or
from the Box Service as a result of a Platform Application),consumed on a monthly calendar basis by or on behalf
of: (a)a Platform Application User; (b) a User; or(c) a Platform Service ccount. Except as otherwise set forth in
the applicable Order, excluded from Monthly Platform Bandwidth is pl.tform bandwidth consumed by: (i) third
party software application integrations that were permitted with Custo er's purchase of the Box Service as set
forth in the applicable Order; (ii) Box provided applications(e.g.,the Bo Web App, Box Desktop, Box Notes, Box
Capture); and (iii) Box provided services (e.g. Box Shuttle), if applicab e. For clarity, any platform bandwidth
consumption from a Platform Application will be considered chargeable f 95%of its Monthly Platform Bandwidth
is used by or on behalf of Customer.
"Platform Application"means any application used by or on behalf of Cu.tomer that uses the API for the purposes
of access to the Box Service or to access certain functionality as provide. by Box.
"Platform Application User" means a user with a unique identifier tha I is created and provisioned by Customer
and such user's access to Content in the Box Service is governed throug an external-facing Platform Application
that is built by or on behalf of Customer.
"Platform Product(s)" means the Box APIs that provide programmatic .ccess to the Box Service from a Platform
Application,and any additional Platform Product features and functionalities. The Platform Products include Box
Platform View and Platform Resources,if expressly purchased by Custo er as set forth in the applicable Order.
"Platform Resource(s)"means the resources,as may be specified in the .pplicable Order,including but not limited
to Monthly Platform Bandwidth, Monthly Platform API Calls, Platform S forage and Monthly Active Users; and any
other resources set forth in the applicable Order. Also included within he definition of Platform Resource(s) are
Box's APIs, tools and services made available for development of or int-gration with a Platform Application with
respect to the APIs under this First Platform Addendum.
"Platform Service Account"means a backend system-to-system connect on with a unique identifier that is created
and provisioned by or on behalf of Customer and its access to Content in the Box Service is governed through a
Platform Application.
"Platform Storage" means the total amount of Content stored by or o behalf of all Platform Application Users,
Platform Service Accounts and any other users of Platform Products t at may be released by Box from time to
time. Platform Storage does not include the storage of Content by Man:ged Users.
"Platform Use Limit(s)" means, as may be specified in the applicable 0 der(or in accordance with the applicable
subscription level set forth in the Order): (i) Monthly Platform Bandwi th, Monthly Platform API Calls, Platform
Storage and number of Monthly Active Users; and (ii) any other usa.:e limits or restrictions set forth in the
applicable Order.
Section 3. Access and Use of the Platform
3.1 Access and Use. Subject to the terms and conditions of this Fi st Platform Addendum and the purchase
of one or more Platform Products under an applicable Order, Custome shall have the non-exclusive right during
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the applicable Subscription Period to: (a) allow Administrators to acce.s and perform administrative functions
through the Administrative Console; (b) utilize the Platform Products subscribed to by Customer under the
applicable Order; and (c) incorporate the API into the Platform Applic.tions for the sole purpose of accessing
certain functionality provided by the Platform Products subscribed to •y Customer, solely through the API and
associated tools and services. Customer will ensure that its usage of he Platform Products is at all times in
conformance with the applicable Order (including but not limited to an Platform Use Limit), this First Platform
Addendum,the Agreement and applicable law.
3.2 Usage in Excess of Platform Use Limits. If Customer has exceed•d the Platform Use Limits set forth in the
applicable Order,additional fees will be due in accordance with an Orde .
3.3 Branding. No co-branding of the Platform Products will be permitted without Box's prior written consent.
Customer may not use any Box trademarks, logos, or other Box mar s to promote and market the Platform
Products without the prior written consent of Box.
Section 4. Restrictions
4.1 Restrictions on Use of the Platform Products. Customer will of (and will not encourage or assist any
third party to):(i)modify,alter,tamper with,repair or otherwise create d-rivative works of the API or any software
included in or used or distributed by Box to provide or access the Pla form Products; or (ii) reverse engineer,
disassemble or decompile the Platform Products, or attempt to disco er or recreate the source code for the
Platform Products. Without limiting any other remedies under the Agre-ment, if Customer's use of the Platform
Products does not conform with Customer's subscription under this Fir-t Platform Addendum and the applicable
Order(including but not limited use in access of any Platform Use Limit),reasonable restrictions may be placed on
Customer's account until any non-conformance is adequately mitigated or eliminated by Customer.
4.2 Platform Application Restrictions.
(a) Content. Customer will not,and will ensure that the Platform pplication does not, promote,constitute
or contain (nor will Customer use or permit use of the Platform Application to transmit) any of the
following:
Unlawful Content or Content that would constitute, -ncourage, advertise, promote, solicit or
provide instructions for a criminal offense or illegal goods,services or transactions,or that would
violate any law, rule or regulation;
ii. Content that infringes upon or violates the rights •f any third party, including copyright,
trademark, trade secret, privacy, publicity or other •ersonal or proprietary right, or that is
deceptive, misleading or fraudulent or that may oth:rwise be unlawful or give rise to civil or
criminal liability;
iii. Content that is or includes"spam,""junk mail,""phishi g,""chain letters,"or"pyramid schemes";
or
iv. Content that includes or disseminates spyware, adw.re, viruses, worms, or any other type of
Malware of malicious code.
(b) Use. Customer will not,and will ensure that the Platform Appli ation does not(nor will Customer permit
use of the Platform Application to):
Install software: (i) to perform hidden activities without Platform Application User consent, (ii)
that may harm or alter a Platform Application User's system without express permission from
the Platform Application User,(iii)that is downloaded :s a hidden component of other software,
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or(iv)that is automatically downloaded in whole or in tart without express Platform Application
User consent;
ii. Impersonate,or misrepresent an affiliation with,any p-rson or entity;
iii. Use in any manner not authorized by a Platform Applic:tion User,
iv. Except as otherwise authorized by a Platform Applic.tion User with respect to such Platform
Application User's Content,mine or analyze any Conte t transmitted to,retrieved from or stored
in the Platform Products/Box Service (including, but not limited to, through spiders, robots,
crawlers,data mining tools,scrapers,or other automat-d means,or services employing any such
means);
v. Circumvent any security measures or content filtering •evices;
vi. Engage in any activity or conduct that is deceptive,unf.it or harmful or that violates the rights of
Box or any third party;
vii. Use or affect the Platform Products in any manner that could damage, disable, overburden or
impair the Platform Products or its functionality or ne;:atively affect or interfere with users use
and enjoyment of the Platform Products or disrupt the normal flow of traffic any Box website
(including, but not limited to, flooding the Platform Pr.ducts with an excessive amount of data
or content);and
viii. Violate any law, rule or regulation or generally acc-pted industry standards or guidelines,
including but not limited to laws pertaining to intellect al property rights,privacy and publicity.
Section 5. Support Services
5.1 Box Support Services. Subject to service level provisions •f the Agreement and payment of the
corresponding Fees for the applicable subscription and support level pu chased in the Order, Box will provide the
support services("Support Services")specified in the Order and as furth-r described in the Agreement.
5.2 Customer Support Services. Notwithstanding anything to the contrary set forth in Section 5.1 above,
Customer will be responsible for supporting the Platform Application .nd shall provide such support direct to
Platform Application Users. Box will not provide Support Services t. Platform Application Users and is not
responsible for any Downtime, Issues or other performance issues t• the extent attributable to a Platform
Application
Section 6. Term of Platform Addendum
This First Platform Addendum will commence on the Service Start Date d-scribed by Attachment A hereto,and will
remain in effect during any Subscription Period under which Customer has purchased access to the Platform
Products, unless otherwise terminated as provided for in the Agreemen . For the avoidance of doubt, renewal of
any Order for the Platform Products shall be governed in accordan.- with Order renewal provisions of the
Agreement and survival of provisions shall be governed in accordance wi ih the survival provision of the Agreement.
Section 7. Integration;Order of Precedence
This First Platform Addendum constitutes the entire agreement, and upersedes any and all prior agreements,
between the Parties with regard to the subject matter hereof. With r:spect to the Platform Products, this First
Platform Addendum shall supersede and control over any conflicting ter s and conditions in the Agreement.
Section 8. Electronic Transmission of Signatures
This First Platform Addendum may be executed in counterparts,each of which shall be an original and all of which
shall constitute one and the same First Platform Addendum. For the purposes of executing this First Platform
Addendum,any signed copy of this First Platform Addendum transmitter by fax machine or e-mail shall be treated
in all manners and respects as an original document. The signature of .ny party on a copy of this First Platform
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Addendum 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 First Platform
Addendum 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 First Platform Addendum shall be re-executed by the parties in an original
form. No party to this First Platform Addendum shall raise the use of fax machine or e-mail as a defense to this
First Platform Addendum and shall forever waive such defense.
Section 9. Non-Appropriation of Funds
Notwithstanding anything to the contrary provided for herein, the term of this First Platform Addendum
Agreement is conditioned upon the appropriation of funds by the Customer's city council. If no funds are
appropriated for any year of this First Platform Addendum Agreement,this First Platform Addendum Agreement
shall terminate as of the last date for which funds have been appropriated, and this First Platform Addendum
Agreement,the Agreement,and any currently operative service order(s)shall be void after such date,and shall be
of no further force or effect.
BOX, INC. CITY OF ELGIN
Andrew Smith
kithA4-4-
Dr-in+nus...,, Richard G.Kozal,aCityMa�nt r /
Qt,D,oc�uSiyned�ti by: i/ 19 / 14/�14t /Acts i I 'f 1 S5,S T Ql) l �� �-+
"'""' SNtifLl, Attest: �L(_i 7/ U W�' J7 yYI t iv y1
L-441258838868427.. ^�,I�/ )L (y /��CC/II��Ark �)
Digi IOW!c { YC�■�V�I�'V/ 1
VP, North America �J
Title
APPRO'BJ BY:
Desiree Champagne
11/30/18 11:08 AM
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ATTACHMENT A
[SERVICE ORDER]
6
Box,Inc.
900 Jefferson Ave
Redwood City,CA 94063
.,v;il.,,1 }t ti+'r t inst bt re eived by:
fit`t"nibet 1, 2018
Service Order
This Box Service Order("Order")is entered into by and between Box,Inc.("Box")and City of Elgin("Customer)as of the Service Start
Date and is governed by the Box Service Agreement("Agreement")as per the link below,or as attached to this Order.
Order Details
City of Elgin Billing Terms
150 Dexter Court Service Start Date': January 5,2019
Elgin Service Renewal Date: January 5,2020
IL Payment Frequency: Annual
60120 Payment Method: Check
United States Payment Terms: Net 30
Quote Number: Q-00022299-A
Bill To2: Sold To:
Name: Jeff Massey Name: Jeff Massey
Email: massey_j@cityofelgin.org Email: massey_j@cityofelgin.org
Phone: 847-931-5642 Phone: 847-931-5642
Products
Product Name Price Type Unit Price Quantity Amount Per Total Price
Payment
Frequency
Enterprise with Governance Suite Recurring $188.57 700.00 $132,000.00 $132,000.00
Premier Services Recurring $15,840.00 1.00 $15,840.00 $15,840.00
Platform Enterprise Recurring $3,871.78 10.00 $38,717.80 $38,717.80
Platform Governance Recurring $12,362.64 1.00 $12,362.64 $12,362.64
Platform Premier Services Recurring $6,428.54 1.00 $6,428.54 $6,428.54
Standard Course Private Delivery One Time $2,500.00 1.00 $0.00 $2,500.00
Monthly Active Users Recurring $0.25 10,000.00 $2,490.99 $2,490.99
Total One Time Charges: $2,500.00 USD
Total Recurring Amount Per Payment $207,839.97 USD
Frequency:
Total Order Amount: $210,339.97 USD
Additional Terms
Platform Enterprise packages purchased under this order include the following Platform Use Limits: 1,000 Monthly Active Users, 1,043 GB of
Platform Storage, 1,460,000 Monthly Platform API Calls, 1,043 GB of Monthly Platform Bandwidth.
For the avoidance of doubt, Monthly Active Users,Monthly Platform Bandwidth and Monthly Platform API Calls limits are not cumulative and
do not carry over to subsequent months.
In addition,Customer will be granted additional Platform Resources with the following Platform Use Limits: 10,000 Monthly Active Users.The
sum of Platform Use Limits for the purchased packages and the additional Platform Resources indicated above, in total,will constitute the
Platform Use Limits purchased under this order.
Q-00022299-A
Box,Inc.
900 Jefferson Ave
Redwood City,CA 94063
Executed Order must be received by:
December 31,2018
Service Order
Signature
IN WITNESS WHEREOF,Customer has authorized this Order as of the Date of signature below.
Customer
City of Elgin
Y
Signature: &kAiLd
Ara
Name(Pant): Richard G. Kozal •
,../ /{s s I S 1 t
Title: City Manager I,��,_ n� �
Date: r, �
December 19, 2018
Governance Checklist can be found at the following link:
httos://cloud.no.box.com/s/m7n8w9h9jwmpdaw117gmlrwl isrys573
Platform Addendum to the Box Service Agreement is attached.
Agreement can be found at the following link and attached for convenience:
https://cloud.box.com/s/ocowh4bikvh4gwnv5tumkw3blgh420,1
'If this order is executed by Customer or received by Box after the Service Start Date above,Box may adjust the Service Start Date based on the date Box
provisions the products listed.
2 Please note:All future invoices and billing inquiries will be emailed to this contact.
Unless otherwise set forth in this Order,during the Subscription Period Box will periodically assess Customer's usage of the products purchased herein.In the
event ttlat Customer's use of the products is in excess of the amount purchased herein,Box reserves the right to issue an order for the number of additional
products utilized by the Customer to be purchased by Customer on a prospective basis.Customer will either agree to said purchase or cease use of the additional
products.
Unless Premier Support is purchased under this order,SLC credits are not provided.Prices shown above do not include any taxes that may apply.Any such taxes
are the responsibility of the Customer.This is an Order not an invoice.Notwithstanding anything to the contrary in the underlying agreement between the parties,
any terms and conditions in any purchase order or similar documents issued by Customer shall be null and void.
Q-00022299-A
ATTACHMENT B
BOX SERVICE AGREEMEN
This Box Service Agreement contains the terms and conditions t at govern the access and use of the
Box Service (as defined below) and is entered into by and betwe-n Box, Inc., a Delaware corporation
(hereinafter referred to as "Box") and the City of Elgin, Illinois, •, municipal corporation (hereinafter
referred to as "City"). Box and the City are sometimes referred t• herein individually as a "Party" and
together as the"Parties."
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree as follows:
Section 1. Definitions
When used in this Agreement with initial letters capitalized, in a•dition to terms defined elsewhere in
this Agreement,the following terms have the following meaning:
"Account(s)" means the number of User account(s)specified in t e applicable Order and created by a
User for itself or on behalf of the City(including accounts created •y or for its Administrators, Managed
Users,or External Users)within the Box Service.
"Administrator(s)" means a person designated by the City to ha e an Account with the authority to
utilize the Administrative Console to create and manage Account. associated with the City.
"Administrative Console" means the functionality for managi g User access, security and other
administrative functionality for Accounts associated with the Bo 1 Service provided to the City.
"Agreement" means this Box Service Agreement together with all Orders, attachments and exhibits.
"Bandwidth Limit" means 1 terabyte(ITB)transferred per User p-r month.
"Box Service" means the cloud-based content collaboration platf.rm provided by Box.
"Box Software" means software that allows a User to use ce gain functionality in connection with
features of the Box Service that is provided by Box either for installation on the City's or a User's device
or that is otherwise accessed by Users from the City's or User's s.ftware, hardware or other devices.
"Content" means electronic files, materials, data, text, audi., video, images or other content
transmitted, stored, retrieved or processed by the City and User using the Box Service.
"Customer Domain"means all City web addresses registered,ow ed or controlled by the City and used
by one or more Users to register an Account.
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"External User(s)" means a person who is permitted to access,st0 re,retrieve or manage Content with
a Managed User of the City, and is not in a Customer Domain.
"Malware"means any software program or code intended to des roy,interfere with,corrupt,or cause
undesired effects on program files,data or other information,ex:cutable code or application software
macros.
"Managed User(s)" means a person who is permitted to access store, retrieve or manage Content,
and is associated with a Customer Domain.
"Order" means a Box order or other ordering document agreed 'o in writing by the Parties under this
Agreement, or by the City and a Box authorized reseller, which is accepted and provisioned by Box as
set forth in Section 2.2, and as a result of such acceptance is inco porated into this Agreement.
"Privacy Policy" means the then-current Box p ivacy policy found at
https:/ /www.box.com/static/html/orivagv.html which identifie. how Box collects, uses and
discloses,on a limited basis, information of Users, expressly excl ding Content.
"Service Level Commitments" means the service level commitm-nts set forth in Exhibit A that the City
subscribed to and paid for as specified in the applicable Order.
"Subscription Period" means the time commencing on the Order Effective Date and continuing for the
period specified in the applicable Order.
"Support Services" has the meaning set forth in Exhibit A.
"Term" has the meaning set forth in Section 11.1.
"User(s)" means,collectively,any person who is permitted by th- City, an Administrator or a Managed
User to access, store, retrieve or manage Content in any Ac ount, including any Administrator,
Managed User or External User.
"User Guide" means Box's then current published written or ele'tronic documentation specifying the
functionality of the Box Service that is made generally available sy Box to its customers or its users.
Section 2. Access and Use of the Box Service
2.1 Access Grant. Subject to the terms and conditions of this Agreement and the purchase of an
Account for each User, Box hereby grants the City the non--xclusive right during the applicable
Subscription Period to access the Box Service to: (a) allow Users designated as Administrator(s) to
access and use the Administrative Console to create and admin ster Accounts registered to the City;
and (b)except to the extent otherwise set forth in the applicable Order,allow Users to store, retrieve,
collaborate and share Content through the Box Service in accord:nce with the User Guide.
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2.2 Orders; Delivery. The City may from time to time place Orders for the Box Service. The City is
required to purchase an Account for each User in accordance ith the applicable Box Service plan
specified in the applicable Order. Orders will be deemed accepte, by Box upon the earlier of when the
requested access to the Box Service has been provisioned by Bo or when Box otherwise informs the
City of Box's acceptance of such Order,whichever is earlier("Or.er Effective Date"). Unless otherwise
specified in an Order or previously provided to the City, Box will deliver to the City, within five (5)
business days after the Order Effective Date, a copy of the passwords and usernames for the
Administrator(s)to manage the City's use of the Box Service and-r this Agreement.
2.3 Service Plan Upgrade Option. During the Term, Box may fro time to time provide the City with
the right to obtain the next level of the Box Service plan (e.g.,fro Box Business to Box Enterprise)or
features and functionality available subject to a separate fee (e.ch a "Box Service Plan Upgrade") at
pricing and terms to be mutually agreed upon in writing by the P:rties. Fees for such Box Service Plan
Upgrade will be invoiced to the City,prorated on an annual basis to be coterminous with the applicable
Order.
2.4 Restrictions on Use of the Box Service.The City's use of the Box Service is subject to the Bandwidth
Limit as well as the features and functionality of the Box Service plan level specified in the applicable
Order. Without limiting any other remedies under this Agreeme t, if the City exceeds the Bandwidth
Limit or Box Service plan level, reasonable restrictions will be pia,ed on the City's Account(s) until any
such excess usage is adequately mitigated or eliminated by the City. The City agrees that it is solely
responsible for the nature and content of all materials, works, data, statements, and other visual,
graphical,video,written or audible communications of any natur: submitted by any User or otherwise
used through its Account. The City agrees not to use or perm t the use of the Box Service: (a) to
communicate any message or material that is defamatory, harassing,libelous,threatening,or obscene;
(b) in a way that violates or infringes upon the intellectual prop•rty rights or the privacy or publicity
rights of any person or entity or that may otherwise be unlawf I; (c) in any manner that is likely to
damage, disable, overburden, or impair the Box Service or in erfere in any way with the use or
enjoyment of the Box Service by others; (d)to introduce any Mal are or other malicious activity in the
City's or a User's use of the Box Service; or (e) in violation of a y U.S. denied party-list, embargoed
country restriction,export law or regulation.
2.5 Suspension of Service. Box may at any time suspend any ser's use of the Box Service and/or
remove or disable any Content as to which Box reasonably and i good faith believes is in violation of
this Agreement. Box agrees to provide the City with notice of ;ny such suspension or disablement
before its implementation unless such suspension or disablem-nt is necessary to comply with legal
process, regulation, order or prevent imminent harm to the Bo Service or any third party, in which
case Box will notify the City to the extent allowed by applicable I.w of such suspension or disablement
as soon as reasonably practicable thereafter.
Section 3. Non-Box Applications and Services. Box may make ay.ilable to the City and/or User certain
third-party applications, services or products, which are license, by their provider to the City and/or
User,for use in connection with the Box Service ("Third-party Products"). Box makes no warranties of
any kind and assumes no liability whatsoever for the City's or Us:is use of such Third-party Products.
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Section 4. Content Security; Data Privacy
4.1 Security. Box will implement commercially reasonable ad inistrative, physical, and technical
measures,including disaster recovery procedures,designed to se lure the Content against accidental or
unlawful loss,access or disclosure. Box will maintain, at a minim m, a SOC-I Type II report compliance
audit documentation, or its equivalent, during the Term and wil provide a copy to the City once per
year during the Term upon prior written request.
4.2 Content Storage Location.The Box Service is provided from th- United States and Content is stored
in the United States. Box reserves the right to provide the Box Service from outside the United States
and to store Content outside the United States.Box will use commercially reasonable efforts to provide
the City with at least 30 days' notice of any such change• in the Content storage location.
Notwithstanding the foregoing, the City understands that nothi g herein prohibits: (a) a User from
accessing the Box Service, including Content, outside of the Unit-d States (subject to applicable law);
and (b) processing of other information outside of the United Sta es.The Privacy Policy identifies how
Box collects, uses and discloses,on a limited basis, information o Users other than Content.
4.3 EU Data Protection and Onward Transfer. The Privacy Policy dentifies how Box collects, uses and
discloses,on a limited basis,information of Users other than Cont-nt. In providing the Box Service,Box
will comply with the applicable data protection laws and regulati ins for onward transfer of"personal
data" (as described in the EU Data Protection Directive 95/46/E') to the United States. Box will only
process personal data as directed by Customer or a User(includin.: as enabled through the Box Service)
or as described or contemplated by this Agreement. If applicabl-, the Parties will enter into the Box
Data Processing Addendum,which will apply to the processing o personal data.
Section 5. City Responsibilities
5.1 Establishment of Accounts.The City will comply with the proc-dures set forth below in establishing
and maintaining Accounts. The City will promptly appoint an administrator for the Administrative
Console and such Administrator shall be responsible for configuri g the settings of the Box Service. Box
will initially provide the necessary passwords or other unique ide tifiers to the Administrator to access
the Administrative Console. As between the Administrator and :ox, the Administrator will be solely
responsible for the assignment and management of Accounts.
5.2 Content.The City will: (a)be solely responsible for the nature quality and accuracy of the Content;
(b) ensure that the Content complies with this Agreement and a I applicable laws and regulations; (c)
promptly handle and resolve any notices and claims relating to the Content (e.g. takedown notices
pursuant to the Digital Millennium Copyright Act);and(d)maintai appropriate security and protection
of the City's and User's devices accessing the Box Service. Box h:s no liability to the City or any third
party for any reason as a result of: (i) any unauthorized disclo ure or access to the City's or User's
Account or Content as a result of the City's or a User's misuse of he Box Service or loss or theft of any
User password or userna me,except to the extent resulting from :ox's negligence or willful misconduct;
or(ii) any deletion, destruction, damage or loss of Content caus-d by or at the direction of the City or
a User.
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5.3 Notification of Unauthorized Use.The City will promptly notif Box in writing of any unauthorized
use of any Account, Content or the Box Service that comes to the City's attention. In the event of any
such unauthorized use by any third party that obtained access to the Box Service directly or indirectly
through the City or through any User,the City will take all steps ithin the City's control as reasonably
necessary to terminate such unauthorized use and will provi0e Box with such cooperation and
assistance related to any such unauthorized use as Box may reas•nably request.
Section 6. Support and Service Level Commitments.
6.1 Support Services. Subject to payment of the correspondin; fees, Box will provide the support
services ("Support Services") specified in the applicable Order and as further described in Exhibit A
(Service Level Commitments and Support Services).
6.2 Service Level Commitments. The Service Level Commitment- for the Box Service are as specified
on Exhibit A,subject to the level subscribed to and paid for by the City under the applicable Order.The
sole and exclusive remedy for any breach of any Service Level Co mitment is set forth in
Exhibit A; provided that if Box is in material breach of this Agr-ement the City may terminate this
Agreement subject to the notice and cure provisions of Section 11.3 (Termination for Cause) in which
case the City will be entitled to a pro-rated refund of the fees unu•ed pre-paid to Box for the remainder
of the corresponding Subscription Period.
7. Warranty and Disclaimer
7.1 Box Service Warranty. Box warrants that while the correspon ing paid-for Subscription Period is in
effect,the Box Service will perform substantially in accordance w' h the functions specified in the User
Guide when under use by Users in a manner that conforms lo the terms and conditions of this
Agreement and the User Guide.Subject to the notice and cure provisions of Section 11.3 (Termination
for Cause), the City's sole and exclusive remedy and Box's entire liability for a breach of this warranty
shall be for Box to use commercially reasonable efforts to modif the Service to substantially achieve
in all respects the functionality described in the User Guide a d if Box is unable to restore such
functionality,the City shall be entitled to terminate the applicable Order and receive a pro-rated refund
of the fees pre-paid to Box for the corresponding unused po ion of the Subscription Period. The
warranties set forth herein are made to and for the benefit of the City only.
7.2 Mutual Warranties. Each Party represents and warrants to th- other that: (a)this Agreement has
been duly authorized, executed and delivered and constitut:s a valid and binding agreement
enforceable against such Party in accordance with its terms; (b) n authorization or approval from any
third party is required in connection with such Party's execution, delivery or performance of this
Agreement; and (c) the execution, delivery and performance of phis Agreement does not violate the
terms or conditions of any other agreement to which it is a party r by which it is otherwise bound.
7.3 City Warranties. The City represents and warrants to Box th.t: (a) the City or its licensors own all
right, title and interest in and to the Content as necessary in order to grant the rights to Box
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contemplated by this Agreement; (b) the Content does not viol..te privacy or publicity rights; and (c)
the Content is not unlawful or otherwise does not give rise to civil or criminal liability.
7.4 Disclaimer of Warranties. EXCEPT AS PROVIDED IN THIS SE TION 7, TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, NEITHER PARTY MAKES A Y (AND EACH PARTY SPECIFICALLY
DISCLAIMS ALL) REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATIIN, ANY WARRANTY THAT THE BOX
SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF ARMFUL COMPONENTS, THAT THE
CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMA4.ED, OR ANY IMPLIED WARRANTY OF
MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FO' A PARTICULAR PURPOSE, OR
NONINFRINGEMENT,AND ANY WARRANTY ARISING OUT OF ANY COURSE OF PERFORMANCE,COURSE
OF DEALING OR USAGE OF TRADE.SOME JURISDICTIONS DO NO ALLOW THE EXCLUSION OF IMPLIED
WARRANTIES. IN SUCH AN EVENT, THE ABOVE EXCLUSION WILL NOT APPLY SOLELY TO THE EXTENT
PROHIBITED BY LAW,
Section 8. Proprietary Rights
8.1 Content Ownership by City.As between the City and Box,the ity or its licensors own all right,title
and interest in and to the Content.The City hereby grants Box t e right to transmit, process, use and
disclose the Content solely to provide the Box Service to the Cit or any User or to comply with any
request of a governmental or regulatory body (including subpoenas or court orders), as otherwise
required by law, or to respond to an emergency which Box b;lieves in good faith requires Box to
disclose information to assist in preventing the death or serious .odily injury of any person.
8.2 Ownership of Box Service by Box.As between Box and the Cit , Box or its licensors own and reserve
all right, title and interest in and to, including any improvement. or derivatives, the Box Service, the
Box marks and other items used to provide the Box Service, o her than the access rights explicitly
granted to the City in Section 2.1. No title to or ownership of any proprietary rights related to the Box
Service is transferred to the City or any User pursuant to this Agre:ment.All rights not explicitly granted
to the City are reserved by Box. Box reserves the right, in its sol: discretion,to change or require the
City to change its Box Service user ID and any custom or vanity RLs, custom links, or vanity domains
the City may obtain through the Box Service. In the event that the City makes suggestions regarding
any features, functionality or performance that Box adopts for ,:ny of its products including the Box
Service (expressly excluding the City Confidential Informatio ), such features, functionality and
performance shall be deemed to be automatically assigned un.er this Agreement to Box, and shall
become the sole and exclusive property of Box.
Section 9. Training or Professional Services
9.1 General Terms. The City may wish to receive certain prof:ssional, educational, operational or
technical services (collectively, "PS") as described in a mutually agreed upon Statement of Work
("SOW") accompanying the applicable Order. Box and the Cit may, from time to time, execute
additional SOWS that specify the PS to be provided to the City. :ach SOW will include, at a minimum:
(a) a description of the PS and any work product or other tan:,ible and/or training materials to be
developed and/or provided to the City(each,a"Deliverable");(b) he scope of PS;and(c)the applicable
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fees and payment terms for such PS unless specified in the c.rresponding Order. To the extent
payment terms are not specified in the SOW, the payment ter s in this Agreement shall apply. An
initial SOW is attached hereto and made a part hereof as Attach ent A.
9.2 Deliverables, Ownership.
(a) Deliverables. Unless otherwise set forth in the applicable Si W,Box shall own all rights,title and
interest in and to the Deliverables(excluding any City Property,de fined below),and related intellectual
property rights. Subject to terms and conditions of the Agreeme t, and during the Term, Box hereby
provides the City with a limited, non-exclusive, non-transferabl- and terminable license to use the
Deliverables solely for the City's internal operations in connecti.n with its authorized use of the Box
Service.
(b) Box Tools. Nothing herein shall be construed to assign 1.r transfer any intellectual property
rights in the proprietary tools, libraries, know-how,techniques an. expertise("Box Tools")used by Box
to develop the Deliverables, and to the extent such Box Tools :re delivered with or as part of the
Deliverables,they are licensed, not assigned,to the City, on the s:me terms as the Deliverables.
(c) City Property. The City shall own all rights, title and inter-st in and to any City Property. "City
Property" means any technology, City-specific business processe., or deliverables, specifically as such
materials are designated as City-owned property in a SOW. Box shall have the right to use any such
City Property solely for the purpose of providing the PS to the C ty hereunder and as set forth in the
applicable SOW.
9.3 PS Warranty. In regards to PS only, Box warrants that: (a) it a d each of its employees,consultants
and subcontractors, if any,that it uses to provide and perform P' has the necessary knowledge,skills,
experience, qualifications, and resources to provide and perform the PS in accordance with this SOW;
and(b)the PS will be performed for and delivered to the City in a .rofessional and workmanlike manner
in accordance with the laws and governmental regulations appli able to the performance of such PS.
The City acknowledges that Box's ability to successfully perform the PS is dependent upon the City's
provision of timely information, access to resources, and partici.ation. If through no fault or delay of
the City the PS do not conform to the foregoing warranty, and 'he City notifies Box within seven (7)
days of Box's delivery of the PS, Box will re-perform the noncon orming portions of the PS at no cost
to the City.
Section 10. Fees and Payment
10.1 Fees.The City agrees to pay all fees set forth on all Orders u der this Agreement. In the event that
the Parties mutually agree in writing to any extension of a Subsc iption Period or the provisioning of a
Box Service Plan Upgrade, the City will pay Box the then-current list price for such extension or Box
Service Plan Upgrade, unless otherwise set forth in the applic.ble Order. Subject to any credits or
refunds applicable to any Service Level Commitments hereund-r, if any, or as otherwise set forth in
this Agreement, all Fees are nonrefundable. Unless otherwise sp-cified in an Order,all fees and other
amounts are payable in United States Dollars.
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10.2 Invoicing and Payment Terms. Unless otherwise specified in :he applicable Order,the City will pay
all fees within thirty(30)days of the date of the applicable invoic• issued by Box. In the event the City
disputes any invoiced Fees,the City will provide written notice o the disputed amount within fifteen
(15)days after receiving such invoice and timely pay any undisput-d portion of such invoice.The Parties
will cooperate in good faith to resolve any disputed invoice or po ion thereof within fifteen (15)days
of notice of dispute.All amounts payable by the City under this Avreement will be made without setoff
and without any deduction or withholding. Customer will pro ptly reimburse Box for any cost or
expense incurred in connection with any collection efforts unde aken by Box in connection with any
past due amount owed under this Agreement.Any past due undis•uted amounts may accrue a late fee
equal to the lesser of 0.5% per month or the maximum amount :Ilowed by applicable law pertaining
to collection of interest on past due undisputed fees, including, but not limited to, pursuant to the
Local Government Prompt Payment Act, as amended (50 ILCS 515/1, et seq.), or the Illinois Interest
Act, as amended (815 ILCS 205/1, et seq.).
10.3 Taxes. Fees are exclusive of Taxes and, the City will prompt y pay or reimburse Box for all Taxes
arising out of this Agreement. For purposes of this Agreement, "T:xes" means any sales, use and other
taxes (other than taxes on Box's income), export and import fee., customs duties and similar charges
applicable to the transactions contemplated by this Agreement :hat are imposed by any government
or other authority. The City hereby confirms that Box can rely in the ship-to name and address set
forth in the Order(s)the City places directly with Box as being the I lace of supply for sales tax purposes.
Box acknowledges that the City has provided a sufficient tax exe ption certificate indicating the City's
tax exempt status. Pursuant thereto, Box shall apply the benef is associated with such tax exempt
status the charges incurred under the City's account.
10.5 Purchases Through Authorized Box Resellers. The terms • this Agreement related to pricing,
payment and taxes do not apply to any City Orders placed thro gh an authorized Box reseller ("Box
Reseller")where the City pays the applicable fees directly to suc Box Reseller. The City will establish
such terms independently with the Box Reseller.
Section 11.Term and Termination
11.1 Term of Agreement and Term of Order.This Agreement wil remain in effect for as long as there
is an Order in effect ( 'Term"), unless otherwise terminated as provided for in Section 11.3 herein
below. Each Order placed under this Agreement will be in effect for a period of one (1)year from the
Order Effective Date unless otherwise agreed in writing by the P.rties.
11.2 Order Renewal. Unless the Agreement is terminated as privided for herein, Order(s) under this
Agreement will automatically renew for a period of one(1)year rom the expiration of the prior order
subject to payment of the corresponding fees,with either Party aving the ability to provide the other
Party with its intent not to renew the applicable Order(s) with a least thirty (30) days written notice
prior to the end of the then-current Subscription Period of such •rder(s).Any such notice of intent not
to renew shall terminate the affected Subscription Period effect ve the date of the end period of the
affected Subscription Period without penalty.
11.3 Termination for Cause. Either Party may terminate this Agr:ement for cause: (a) upon thirty(30)
days written notice to the other party of a material breach if su h breach remains uncured after the
14
expiration of such period; or(b) if the other party becomes insol ent, admits in writing its inability to
pay its debts as they mature, makes an assignment for the ben:fit of creditors, becomes subject to
control of a trustee, receiver or similar authority,or becomes su eject to any bankruptcy or insolvency
proceeding.Any failure by the City to timely pay fees owing here nder or to comply with Sections 2 or
5 will constitute a material breach of this Agreement; provided, h.wever that failure of the City to pay
such fees based on a good faith dispute or litigation shall not onstitute a material breach of this
Agreement during the period of time that such dispute or litigati i n is pending.
11.4 Post-Termination Obligations. Upon the termination or e piration of this Agreement for any
reason the City will have no further rights to the Box Service h-reunder except as set forth in this
Section 11.4. For thirty (30)days following the expiration or the t-rmination of the Agreement and/or
applicable Subscription Period,and subject to the City's prior wri ten request, Box will grant the City's
Administrator limited access to the Box Service solely for purpose• of the City's retrieval of the Content.
After such thirty(30) day period,the City will have no further rig is to access the Box Service and Box
will have no obligation to maintain the Content.
11.5 Surviving Provisions. upon any expiration or termination oft is Agreement,the following sections
will survive:Sections 1, 2.4, 5.3, 7.4, 8, 10, 11.4, 11.5, 12, 13, 14 .nd 15.
Section 12. Indemnification
12.1 Indemnification by Box. Box will defend the City against any hird party claim that the Box Service
infringes a registered patent, registered trademark,or copyright of a third party, or misappropriates a
trade secret ("Claim Against City"), and will indemnify the City or the resulting costs and damages
finally awarded against the City to such third party by a court of c•mpetent jurisdiction or agreed to in
settlement.To the extent permitted by law, Box will have no liabi ity to the City under this Section.12.1
for any Claim Against the City that arises out of:(a)any unauthori'ed use, reproduction,or distribution
of the Box Service by the City; (b) use of the Box Service in co bination with any other software or
equipment not supported in the User Guide;or(c)any modificatin or alteration of the Box Service by
anyone other than Box or Box's agents without the written app oval of Box. In the event of a Claim
Against the City pursuant to this Section 12.1, Box may(at Box's •ption and expense):(i)obtain for the
City the right to continue using the Box Service; (ii) modify the :ox Service to make it non-infringing;
or(iii)if subsections(i)and(ii)are not commercially viable(as det-rmined by Box in its sole discretion),
terminate this Agreement and refund the City on a pro-rated b,:sis any Fees pre-paid to Box for the
corresponding unused period of the applicable Subscription Peri.d.
12.2 Indemnification by City. The City will defend Box against any third party claim: (a) that any
Content,or the City's use of the Box Service in breach of this Agr:ement, infringes a registered patent,
registered trademark, or copyright, or misappropriates a tra•e secret (to the extent that such
infringement or misappropriation is not the result of Box's action.);or(b) relating to any Content or to
the City's use of the Box Service in violation of Section 2.4(Restri tions on the Use of the Box Service).
The City will, with respect to any claim against Box that is subjeIt to this Section 12.2, indemnify Box
for the resulting costs and damages finally awarded against Box to such third party by a court of
competent jurisdiction or agreed to in settlement.
15
12.3 Indemnification Process.As a condition of receiving an inde nification under this Agreement,the
Party seeking indemnification hereunder (the "Indemnified Part ") will provide the other Party (the
"Indemnifying Party") with (a) prompt written notice of the cl:im; (b) complete control over the
defense and settlement of the claim (provided, that the Indemnifying Party will not settle any claim
without the Indemnified Party's prior written permission if the settlement fails to unconditionally
release the Indemnified Party from all liability pertaining to su'h claim, such permission not to be
unreasonably withheld,delayed or conditioned);and(c)such assis ance in connection with the defense
and settlement of the claim, at the Indemnifying Party's expe se, as the Indemnifying Party may
reasonably request.
12.4 Exclusive Remedy. This Section 12 states the Indemnifies Party's sole and exclusive remedy
against, and the Indemnifying Party's sole liability to,the other •arty for any type of claim under this
Section 12. Notwithstanding the foregoing,each Party will have t e right to terminate this Agreement
pursuant to Section 11.3,to the extent the event giving rise to i demnification constitutes a material
breach of this Agreement.
Section 13. Limitation of Liability
13.1 Limitation of Liability. IN NO EVENT WILL BOX'S OR A Y OF ITS AFFILIATES' TOTAL AND
CUMULATIVE LIABILITY, OR THAT OF ITS DISTRIBUTORS AND RESELLERS, FOR ALL CLAIMS OF ANY
NATURE ARISING OUT OF THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY THE TO BOX FOR THE
SPECIFIC USE OF THE BOX SERVICE GIVING RISE TO THE CLQ IM IN THE TWELVE (12) MONTHS
PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM UNDE• THIS AGREEMENT.THE FOREGOING
LIMITATION DOES NOT LIMIT OR EXCLUDE ANY LIABILITY FOR D ATH OR PERSONAL INJURY CAUSED
BY NEGLIGENCE.
Disclaimer of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW,IN NO EVENT WILL EITHER PARTY OR THEIR DIS RIBUTORS AND RESELLERS BE LIABLE
FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER, LOS► OF PROFITS OR REVENUE,OR
CONSEQUENTIAL DAMAGES(INCLUDING,WITHOUT LIMITATION, LOSS OF GOODWILL OR LOSS OF USE
OR DATA) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY INCLUDING,WITHOUT LIMITATION,
CONTRACT,TORT,WARRANTY, NEGLIGENCE OR OTHERWISE, EV:N IF SUCH PARTY HAS BEEN ADVISED
AS TO THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIO S DO NOT ALLOW THE LIMITATION
OF INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. IN SU IH AN EVENT THIS LIMITATION WILL
NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
Section 14. Confidentiality
14.1 Definition. Either Party may disclose Confidential Informati•n to the other Party during the Term
of this Agreement. "Confidential Information" means all i formation disclosed by one Party
("Disclosing Party") to the other Party ("Receiving Party") which is in tangible form and labeled
"confidential"or the like,or that reasonably should be understo•d to be confidential given the nature
of the information and the circumstances of the disclosure. The following information will be
considered Confidential Information: (a) the Box Service; (b) Content; and (c) the Disclosing Party's
strategic roadmaps, product plans, product designs and arc itecture, technology and technical
16
information, security processes, security audit reviews, busines and marketing plans, and business
processes.Confidential Information,other than Content,will not include information that as shown by
the Receiving Parties records was:(i)already known to Receiving 'arty at the time of disclosure by the
Disclosing Party; (ii) was disclosed to the Receiving Party by a th rd party who had the right to make
such disclosure without any confidentiality restrictions;(iii)is,or t rough no fault of the Receiving Party
has become,generally available to the public;or(iv)was indepe dently developed by Receiving Party
without use of the Disclosing Party's Confidential Information.
14.2 Protection. The Receiving Party will use no less than a reas•nable standard of care to safeguard
the Confidential Information received from the Disclosing Party. he Receiving Party will only use the
Confidential Information of the Disclosing Party: (a) to exercise ts rights and perform its obligations
under this Agreement;or(b)as otherwise required by law.
14.3 Permitted Disclosure. Neither Party will disclose Confidential Information in violation of the terms
and conditions of this Agreement to any third party without th prior written consent of the other
Party. Notwithstanding the foregoing, each Party may disclose Co nfidential Information, including the
terms and conditions of this Agreement, without the prior writt-n consent of the other Party: (a) as
compelled or required by law, including but not limited to the II inois Freedom of Information Act (5
ILCS 140/1 et seq.); (b) in confidence,to legal counsel, accounta ts, banks, and financing sources and
their advisors; (c) in connection with the enforcement of t is Agreement or rights under this
Agreement;(d)the terms and conditions of this Agreement in co fidence, in connection with an actual
or proposed merger, acquisition, or similar transaction; or (e) o to respond to an emergency which
Box believes in the good faith requires Box to disclose informatio to assist in preventing the death or
serious bodily injury of any person.
Section 15. Miscellaneous
15.1 Contractual Relationship.The Parties are entering into this A;,reement as independent contracting
parties. Neither Party will have,or hold itself out as having,any rig t or authority to incur any obligation
on behalf of the other Party. This Agreement will not be cons rued to create an association, joint
venture or partnership between the Parties or to impose any pa nership liability upon any Party.
15.2 Anti-Corruption. The City agrees that it has not received or been offered any illegal or improper
bribe, kickback, payment,gift,or thing of value from any of Box's -mployees,agents or subcontractors
in connection with this Agreement. The City will use reasonable efforts to promptly notify Box at
Iegalops@box.com should the City learn of any violation of this r-striction.
15.3 Press Release; References. Box may reference the City as : Box customer or a user of the Box
Service in sales and marketing materials including press releases. ny City logo or trademark usage will
be in accordance with the City's trademark and logo usage guide ines as provided to Box.
15.4 Notices.Any notice or other communication under this Agre•ment given by any Party to any other
Party will be in writing and will be effective upon delivery as folio s:(a)if to the City,(i)when delivered
via registered or certified mail, return receipt requested, to the address specified in an Order; or (ii)
when sent via email to the email address specified in an Order or otherwise on record for the City;and
17
(b) if to Box, when sent via email to legalops@box.com, with a .uplicate copy sent via registered or
certified mail, return receipt requested, to the appropriate Box address listed here: Attention Legal
Ops, Box, Inc.,900 Jefferson Ave., Redwood City,California 9406 United States of America. Any such
notice, in either case, must specifically reference that it is a notic: given under this Agreement.
15.5 Nonwaiver. The failure of either Party to insist upon or enforce strict performance of any of the
provisions of this Agreement or to exercise any rights or remedi-s under this Agreement will not be
construed as a waiver or relinquishment to any extent of such P.rty's right to assert or rely upon any
such provision, right or remedy in that or any other instance; rat er,the same will remain in full force
and effect.
15.6 Assignment. The City will not, directly, indirectly, by operat on of law or otherwise, assign all or
any part of this Agreement or its rights hereunder or delegate performance of any of its duties
hereunder without the prior written consent of Box. Box may assi;:n this Agreement(or Order)without
obtaining the City's consent: (a)to an affiliate of Box; or(b) in co nection with a successor in interest
in a merger, reorganization or a sale of all or substantially all .f the assets of Box. Subject to the
foregoing restrictions, this Agreement will be fully binding ups n, inure to the benefit of and be
enforceable by the Parties and their respective successors and as.igns.
15.7 Integration; Order of Precedence. This Agreement, togeth-r with any Orders and the Exhibits
which are incorporated and included into this Agreement, consti utes the entire agreement between
the Parties and supersedes any and all prior agreements or corn unications between the Parties with
regard to the subject matter hereof. In the event of a conflict bet een terms of this Agreement and an
Order,the terms of the Order shall prevail. This Agreement may not be amended or modified except
by a writing signed by both Parties hereto. The terms of this Ag eement shall supersede and control
over any conflicting or additional terms and conditions of any purchase order, acknowledgement,
confirmation or other document issued by the City.
15.8 Severability. In the event that any provision of this Agr-ement, or the application thereof,
becomes or is declared by a court of competent jurisdiction to •e illegal, void or unenforceable, the
remainder of this Agreement will continue in full force and effect and the application of such provision
will be interpreted so as reasonably to effect the intent of the Pa ies.The Parties will promptly replace
such void or unenforceable provision with a valid and enforcea.le provision that will achieve, to the
extent possible,the economic, business and other purposes of s ch void or unenforceable provision.
15.9 Applicable Law; Dispute Resolution.This Agreement will be construed and enforced in all respects
in accordance with the laws of the State of Illinois, without refer•nce to its choice of law rules.Venue
for the resolution of any disputes or the enforcement of any righ s arising out of or in connection with
this Agreement shall be in the Circuit Court of Kane County, Illinois,without jury.
15.10 Third-Party Beneficiaries.Nothing in this Agreement shall c•nfer,or is intended to confer,on any
third party any benefit or the right to enforce any term of this Avreement.
15.11 Force Majeure. In the event that either Party is prevent-d from performing, or is unable to
perform, any of its obligations under this Agreement due to any ause beyond the reasonable control
of the Party invoking this provision (including, without limitation, for causes due to war, fire,
18
earthquake, flood, hurricane, riots, acts of God, internet service .rovider failures or delays, denial of
service attacks, or other similar causes) ("Force Majeure") the .ffected Party's performance will be
excused and the time for performance will be extended for the p riod of delay or inability to perform
due to such occurrence; provided that the affected Party (a) provides the other Party with prompt
notice of the nature and expected duration of the event, (b) usecommercially reasonable efforts to
address and mitigate the cause and effect of such event, (c) .rovides periodic notice of relevant
developments, and (d) provides prompt notice of the end of suc event. For the avoidance of doubt,
the City understands that the Box Service is not provided in countries listed in the Office of Foreign
Control ("OFAC") and that access to the Box Service in such cou tries by the City may be restricted,
with such restriction not to be deemed a Force Majeure.
15.12 Transmission. This agreement may be executed in coun erparts, each of which shall be an
original and all of which shall constitute one and the same agree ent. For the purposes of executing
this agreement, any signed copy of this agreement transmitte• by fax machine or e-mail shall be
treated in all manners and respects as an original document. Th; 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 o iginal signature. Any such faxed or
emailed copy of this agreement shall be considered to have the s.me binding legal effect as an original
document.At the request of either party any fax or e-mail copy o 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 email
as a defense to this agreement and shall forever waive such defe se.
15.13 Box 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 hereo ; and Box agrees that service by first
class U.S. mail to the entity and address provided for herein shall constitute effective service.
[Signatures on following page ]
19
City 8t Elgin ARE.
rture �!/�lfl� Signature✓'
ed Name Richard G. Kozel Prince Name ,s.-.e/7,f1 6
City Manager Title ‘/'y 'KP prr,. e•e.r..-elSofteso
Signature
Printed Name
Title ///
December 7, 2016 Date / !/ Ii°
Date r
J �s.d".�=- m
EXHIBIT A
SERVICE LEVEL COMMITMENTS AND SUPP IRT SERVICES
Commencing on the Order Effective Date, Box will provide to the City the Service Level Commitments
and Support Services defined herein and as otherwise may be sp:cified in the Order. In the event of a
conflict between the terms of the Agreement,this Exhibit A, and an Order, the terms of this Exhibit A
shall prevail.
1) Exhibit Definitions
"Downtime" means any period during which the City is unable to access the Box Service,as measured
at the Box network by industry standard tools, because of a Box 'ervice system wide Issue preventing
access to Content.
"Issue" means a single, reproducible issue or problem mat:rially or significantly affecting the
functionality of the Box Service for multiple Users of the City.
"Enhanced Support Services" means that specific subscriptio level of support purchased and
identified under the applicable Order as either"Premier Service" .r"Platinum Service"and subscribed
to by the City under such Order.
"Scheduled Downtime" means a scheduled time period in which he Box Service is unavailable for use
not to exceed one(1) hour per calendar quarter.
"Standard Support Service" means the standard level of support provided by Box for the Box Service
at no additional charge to the City and as specified under Section 4(a).
"Premier Response Credit" means the credit that may be availa.le to the City who has subscribed to
one of the Enhanced Support Services under the applicable 0 der and as specified under Section
4(b)(iii)of this Exhibit.
"Premier SLC Credit" means the credit that may be available to th- City who has subscribed to one of
the Enhanced Support Services under the applicable Order and as specified under Section 4(b)(i) of this
Exhibit.
"Uptime Percentage" means the total number of minutes in a c:Iendar month minus the number of
minutes of Downtime experienced in such calendar month, divid-d by the total number of minutes in
such calendar month.
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2) Case Prioritization
Any Issues reported by the City to Box and verified by the Bo support team will be classified
and assigned a priority by Box in its reasonable discretion.T e following priorities and their
meanings are used herein:
a) Level 1 — Urgent — An Issue that r:riders the Box Service completely
inoperative for all Users and no workaround is ava lable.
b) Level 2 — High — An Issue that materiall impairs substantial features of the
Box Service for many Users and no reasonable wo karound is available.
c) Level 3— Normal—An Issue that impairs a feature of the Box Service for a few
Users and a reasonable workaround is available.
Box will provide an acknowledgement of a reported Issue to the City and respond within the target
time frames specified below in Section 4("Response").The Response will include the priority assigned
to the case by Box,any actions taken,estimated resolution time i available, and any escalation plans.
Resolution of an Issue is subject to verification and reproductio of the Issue by Box, with the City's
reasonable assistance in verifying and reproducing the Issue. Re.olution(s) may include a temporary
workaround, patch or bypass supplied by Box.
3) Applicability of Exhibit A
Box's obligations under this Exhibit do not extend to any ongoin: test or training instances of the Box
Service provided to the City or Downtime, Issues or errors that a e caused by:
a) Third party hardware or software;
b) Use of the Box Service in violation of the 'erms of the Agreement;
c) use of the Box Service other than in accordance with any User Guide or the
reasonable instructions of Box; or
d) Services, circumstances or events beyond the reasonable control of Box,
including, without limitation, any Force Majeu - events, the performance and/or
availability of local ISPs employed by the City, or a y network beyond the demarcation
or control of Box.
4) Support Services. Box will provide the level of support •ervices as described in this Exhibit A
to assist the City in resolving Issues ("Support Services"). Suppo u Services do not include: (a) physical
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installation or removal of the API,the Box Software and any User Guides; (b)visits to the City's site; (c)
any professional services associated with the Box Service, including, without limitation, any custom
development, data modeling,training and knowledge transfer;or(d)the set-up,configuration and use
of the Box Service.
a) Standard Support Service
i) Service Level Commitment for Standard Support Service: For the City's Standard
Support Service, Box will use commercially reasonable efforts to meet an Uptime
Percentage of at least 99.9%.
Hours of Operation 9 AM — 6 PM Local Time
Monday— Friday
Support Access Method .Web/Phone
Support Response Method Web/Phone
Number of Support Requests Unlimited
Level 1 — Urgent Within 4 business hours
Level 2 — High Within 8 business hours
Level 3 — Normal Within 1 business day
ii)Standard Services Response Time for Issues: For the City's Standard Support Service,
Box will use commercially reasonable efforts to meet the target response times
listed in the table herein:
b) Enhanced Support Services
i) Service Level Commitments and Premier SLC Credits: For City's who have purchased
one of the Enhanced Support Services, Box will use commercially reasonable
efforts to meet an Uptime Percentage of at least 99.9%. In the event that Box
does not meet such Uptime Percentage,the City will receive Premier SLC Credits
as identified in the SLC Table below during the applicable Subscription Period if:
(1)The City has reported an Issue by filing a ticket with Box support within fifteen
(15) days of experiencing a possible Downtime event and (2) The City has
provided Box a written claim request for Premier SLC Credits within fifteen (15)
days of receiving the uptime percentage report(as made available by Box)for the
period in which the possible Downtime event occurred. Failure to comply with
this requirement will forfeit the City's right to receive the Premier SLC Credits as
set forth herein. The Premier SLC Credits will be equal to the SLC Credit
Percentage multiplied by the City's Box Service license fees paid by the City for
the Box Service that are attributable to the corresponding month (calculated on
a straight line pro-rated basis with respect to any Fees paid in advance)and then
pro-rated for the basis attributable to affected Users. The City is not eligible to
receive Premier SLC Credits during any period of time when payments owed are
past due. Box (including where applicable through a Box Reseller) will settle
Premier SLC Credits, as determined in its sole discretion, either by applying to
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future billing cycle(s) or as a refund against annual fees earlier paid. In no event
will the total amount of Premier SLC Credits if any, exceed the Box Service fees
paid by the City for the corresponding month.
SLC Table
Uptime Percentage Premier SLC Credit
Percentage
ess than 99.9% but equal to or more than 5%
99.8%
ess than 99.8% but equal to or more than 10%
99.7%
ess than 99.7% but equal to or more than 15%
99.6%
ess than 99.6% but equal to or more than 20%
99.5%
ess than 99.5%but equal to or more than 25%
99.4%
ess than 99.4% but equal to or more than 30%
99.3%
Less than 99.3%but equal to or more than 99.2% 35%
Less than 99.2%but equal to or more than 99.1%
ess than 99.1%but equal to or more than 99.0%
Less than 99.0%
1hhanced Support Services Response Times for Issues: For City's who have purchased
one of the Enhanced Support Services, Box will use commercially reasonable
efforts to meet the guaranteed response times listed in the table herein:
Hours of Operation 24 Hours/Day
7 Days/Week
365 days/year
Support Access Method Web/Phone
Support Response Method Web/Phone
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Number of Support Requests Unlimited
Level 1 — Urgent Within 1 hour
Level 2— High Within 2 hours
Level 3 — Normal Within 2 hours
iii) Premier Response Credits: The City will be eligible to receive a Premier Response
Credit, provided that the City: (1) has purchased one of the Enhanced Support
Services, (2) has opened a support ticket for an Issue; and (3) Box fails to meet
the Response Times for Level 1 and Level 2 support tickets three times during the
given month. In the event that the foregoing three requirements are achieved,
the City will receive a Premier Response Credit of 15% of the Enhanced Support
Services fees paid by the City for Enhanced Support Services that are attributable
to such month (calculated on a straight line pro-rated basis with respect to any
fees paid in advance).The Premier Response Credit is the City's sole and exclusive
remedy for any failure by Box to meet any response time performance
obligations pertaining to the Box Service as set out in this Exhibit A. The City is
not eligible to receive Premier Response Credits during any period of time when
payments owed are past due. Box (including where applicable through a Box
Reseller)will issue Premier Response Credits,as determined in its sole discretion,
either by applying to future billing cycle(s) or as a refund against annual fees
earlier paid.In no event will the total amount of Premier Response Credits exceed
the Enhanced Support Services fees paid by the City for the corresponding
month.
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