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HomeMy WebLinkAboutAgreements/Contracts - TreasurerGRANT COUNTY COMMISSIONERS AGENDA MEETING REQUEST FORM (Must be submitted to the Clerk of the Board by 12:00pm on Thursday) REQUESTING DEPARTMENT..Treasurer REQUEST SUBMITTED BY. Darryl Pheasant CONTACT PERSON ATTENDING ROUNDTABLE:Darryl Pheasant CONFIDENTIAL INFORMATION: 7YES El NO DATE:5/8/24 PHONE: X4'253 �rw_l WM- R O -- M,1111 Contract between Manatron Inc and Grant County for continued access to TaxSifter website for calendar year 2024. Cost is $14,250.00. Important past data was not put on new PACs website that is still needed by public, Treasurer and Assessor employees. If necessary, was this document reviewed by accounting? Fw-1 Y E S F1 NO 0 N/A If necessary, was this document reviewed by legal? * YES El NO El N/A DATE OF ACTION: 5. (L+" APPROVE: DENIED ABSTAIN A ff a D1: D2: D3: 4/23/24 DEFERRED OR CONTINUED TO: V )% Fm-lAgreement / Contract EIAP Vouchers ElAppointment / Reappointment EIARPA Related F-1 Bids / RFPs / Quotes Award 013id Opening Scheduled El Boards / Committees E]Budget 0 Computer Related 0 County Code E]Emergency Purchase E]Employee Rel. ElFacilities Related ElFinancial ❑ Funds D Hearing 71nvoices / Purchase Orders El Grants — Fed/State/County E]Leases EIMOA / MOU 7Minutes ElOrdinances ElOut of State Travel El Petty Cash ElPolicies 7 Proclamations 7 Request for Purchase El Resolution ❑ Recommendation 7 Professional Serv/Consultant E]Support Letter OSurplus Req. 7Tax Levies E]Thank You's E]Tax Title Property EIWSLCB �rw_l WM- R O -- M,1111 Contract between Manatron Inc and Grant County for continued access to TaxSifter website for calendar year 2024. Cost is $14,250.00. Important past data was not put on new PACs website that is still needed by public, Treasurer and Assessor employees. If necessary, was this document reviewed by accounting? Fw-1 Y E S F1 NO 0 N/A If necessary, was this document reviewed by legal? * YES El NO El N/A DATE OF ACTION: 5. (L+" APPROVE: DENIED ABSTAIN A ff a D1: D2: D3: 4/23/24 DEFERRED OR CONTINUED TO: V )% SCHEDULES FOR MASTER AGREEMENT FOR LICENSED SOFTWARE, HARDWARE, AND SERVICES The attached Schedules numbered WA2024.001,01 are made and entered into pursuant to, and subject to the terms and conditions of, a certain Master Agreement for Licensed Software, Hardware, and Services No. WA2024.001 between Manatron and the undersigned Customer (the "Agreement"). By and Between And MANATRON, INC. GRANT COUNTY 2429 Military Road, Suite 300 33 C Street NW #204 Niagara Falls NY 14304 Ephrata, WA 98823 ("Aumentum Technologies" or "Aumentum Tech" "Customer") Attention: Matthew Henry — Lead Contract Administrator Attention: Darryl Pheasant Telephone No.: 866.471.2900 Telephone No.: 509.754.2011 x 4253 -E-mail: M Hen [y2pHarrisComputer.com E-mail Address: dpheasant@grantcountywa.gov The parties have executed these Schedules as of the dates set forth below their respective signatures. I AUMENTUM TECHNOLOGIES GRANT COUNTY, WA r By: By: (Signature) (Signature) Printed or Typed Name: Its: Date: Witnessed: By: (Printed or Typed Name) (Title) (Signature) Its: Cindy Carter, Vice -Chair Date: By: feign Sv Its: Dan. E. Stone., Vice -Chair Date: By: at u re) Its: Rob Jones, Member Date: Witnessed: Date: SIGNATURE PAGE (Signature) Date: April 16, 2024 �)A( Auti,ieiiftirif Manatron, Inc. 2024 CONFIDENTIAL INFORMATION TF-OHNOL0011ES SOFTWARE SCHEDULE FOR GRANT COUNTY, WA Schedule WA2024.001.01 to the Master Agreement for Licensed Software, Hardware, and Services. This Schedule is made and entered into pursuant to, and subject to the terms and conditions of, a certain Master Agreement for Licensed Software, Hardware, and Services No. WA2024.001 between Aumentum Technologies and the undersigned Customer (the "Agreement"). r7- SOFTWARE Software Description Model Number Quantity Unit Price Total Price Comments TS T2 Taxsifter - Including REETSifter TAXSIFTER-T2 1 $ - Existing Software Total Software Fees: $ _ SOFTWARE USE RESTRICTIONS: Site license(s). TERM OF SOFTWARE SCHEDULE: This Schedule shall expire upon the completion of the installation of the Software and the payment of all fees specified in this Schedule. Date; April 16, 2024 °+ M�11'' ``[ yy lly TMHN9WG1F5 © Manatron, Inc. 2024 CONFIDENTIAL INFORMATION MAINTENANCE AND SUPPORT SERVICES SCHEDULE FOR GRANT COUNTY, WA Schedule WA2024.001.01 to the Master Agreement for Licensed Software, Hardware, and Services. This Schedule is made and entered into pursuant to, and subject to the terms and conditions of, a certain Master Agreement for Licensed Software, Hardware, and Services No. WA2024.001 between Aumentum Technologies and the undersigned Customer (the "Agreement"). SOFTWARE SUPPORT SERVICES Software Product Model Number Annual Price Comments TS T2 Taxsifter - Including REETSifter TAXSIFTER-T2-S $ 14,250.00 Total Maintenance & Support Services Fees $ 14,250.00 TERM OF SUPPORT SERVICES SCHEDULE: Support Services shall commence on January 1, 2024 and shall continue for an initial term of thirty-six (36) months. This Schedule shall renew automatically for additional terms of twelve (12) months unless either party provides the other with written notice of termination ninety (90) days prior to the expiration date of the initial term or any subsequent twelve-month term. If Support Services are discontinued by Customer or terminated for any period and Customer desires to reinstate such services, Customer shall pay all annual support fees in arrears, in addition to the then -current annual support fees. Date: April 16, 2024 ,.1 )01' Attaimittuff Manatron, Inc. 2024 CONFIDENTIAL INFORMATION TEGtiNALC?�1F4 SUMMARY SCHEDULE FOR GRANT COUNTY, WA Schedule WA2024.001.01 to the Master Agreement for Licensed Software, Hardware, and Services. This Schedule is made and entered into pursuant to, and subject to the terms and conditions of, a certain Master Agreement for Licensed Software, Hardware, and Services No. WA2024.001 between Aumentum Technologies and the undersigned Customer (the "Agreement"). ONE-TIME Description Price SOFTWARE $ _ Total One -Time Fees: $ - Taxes: The fees set forth in this Agreement do not include any amounts for taxes. Unless Customer provides Manatron with proof of exemption therefrom, Customer shall pay all applicable taxes levied by any tax authority based upon this Agreement, the Software, Hardware, and/or any Professional Services performed by Aumentum Tech, excluding any taxes based upon Manatron's income. It shall be Customer's sole obligation to challenge the applicability of any tax. If Customer shall become subject to tax at any time following the execution of this Agreement, Manatron shall have the right to assess the tax liability applicable under this Agreement to Customer, and Customer agrees to pay Aumentum Tech for such tax liability within thirty (30) days of receiving written notice of such tax liability from Aumentum Tech. ONGOING Description Annual Price SOFTWARE SUPPORT SERVICES $ 14,250.00 Total Ongoing Fees: $ 14,250.00 Payment Terms for Onc joingFees: Ongoing Fees are due and payable upon Contract Signing and annually in advance of each annual term and are subject to increases as defined in Section 8.2 of the Master Agreement. All invoices are due upon receipt. Date: April 16, 2024 o)Ikk( urnentum., © Manatron, Inc. 2024TECHNOLOGIF.9 CONFIDENTIAL INFORMATION GENERAL TERMS AND CONDITIONS 1. DEFINITIONS. As used in this Agreement: "Acceptance" shall have the meaning set forth in Section 3.2.2 "Compliance Update" means a change made to the Software to reflect a mandated change in an applicable Law. "Computer System" means the digital computer processor(s), random access memory, disk subsystem, network software, Database Software, operating system software, and other hardware or software components or programs that are used in conjunction with the Hardware and/or Software. "Customization" means any improvement, derivation, extension or other change to the Software made by Aumentum Tech at the request of Customer, including any that result from the joint efforts or collaboration of Aumentum Tech and Customer. Aumentum Tech may, from time to time and in its sole discretion, incorporate Customizations into the Software as "Enhancements." "Database Software" means relational database management systems (RDMS), such as Microsoft SQL Server, Oracle, or similar Third -Party Software that is utilized by the Software to store Customer data on a disk sub -system as part of the operation of the Software. "Designated Processor" means the computer processing device that provides the primary control for the interpretation and execution of the Software and is designated on the applicable Schedule or, if not so identified, on which the Software is initially installed or, if a software activator device is required, the computer processing device within which the software activator is properly installed. "Documentation" means any standard operator and user manuals, product specifications, glossary, index, training materials, and other similar materials, as may be updated or amended from time to time, and generally made available and provided by Aumentum Tech for use with the Software. "End User" means the Customer or any employee(s), affiliate(s), agent(s), representative(s), or any other person under the direction or control of the Customer that uses the Software to perform certain functions or tasks as required by the Customer. "Enhancement" means any modification or addition that, when made or added to the Software, changes its utility, efficiency, functional capability, or application. Aumentum Tech may, in its sole discretion, designate an Enhancement as minor or major. "Error" means any failure of the Software to conform in any material respect to the functional specifications contained in the Documentation, as published from time to time by Aumentum Tech. "Error Corrections" means a modification .or an addition that, when made or added to the Software, establishes material conformity of the Software to the Documentation, or a procedure or routine that, when implemented in the regular operation of the Software, eliminates the practical adverse effect on Customer of such nonconformity. "Hardware" means the Computer System components and equipment, other than the Database Software, Software, and Third -Party Software as listed in the applicable schedule. "Implementation Plan" means a detailed description of the tasks to be performed by each party in connection with the implementation of the Software, the deliverables for each task, and the commencement and completion dates for each task. "Installation" means all preparation, processing, and other tasks necessary to install the Database Software, Software, or Third -Party Software on the Designated Processor to make it operational. "Installation Date" means the date on which Aumentum Tech completes Installation of the Hardware at a location specified by Customer, or of the Software or Third -Party Software on the Designated Processor or, in the case where Customer requests or causes a material delay in the performance of installation, the date set forth in the Implementation Plan for commencement of installation (if for Hardware) or acceptance testing (if for Software or Third -Party Software). "Law" means any state, county, or local statute, law, ordinance, or code applicable to a party in the performance of its obligations under this Agreement. "Maintenance & Support Services" shall have the meaning set forth in Section 5.1. "Minimum Requirements" means the minimum requirements for the Computer System as set forth on the associated Schedules or the Documentation. The Software may operate on a Computer System that is below the Minimum Requirements, but such operation is not warranted by Aumentum Tech. "Notice of Completion" means: (a) if Aumentum Tech is to provide implementation services, a written notice from Aumentum Tech stating that installation and implementation of all Hardware, Software, and/or Third -Party Software at Customer's site has been completed and that the Software is available for acceptance testing; or (b) in all other cases, a written notice from Aumentum Tech stating that all Hardware, Software, and/or Third -Party Software has been delivered. "Professional Services" means any Installation, Implementation Service(s), Software configuration, training, consulting, Support Service(s), Customization, and other similar service(s) performed by Aumentum Tech under the terms of this Agreement. "Project Management" means the process of planning, scheduling, and controlling certain activities in order to meet project objectives. "Required Consent" means any consents or approvals required to give Aumentum Tech and its subcontractors the right or license to access, use, or modify (including creating derivative works) the hardware, software, firmware and other products that Customer makes available to Aumentum Tech for use to provide the Services, without infringing the ownership or license rights (including patent and copyright) of the providers or owners of such products. Customer will promptly obtain and provide to Aumentum Tech all Required Consents necessary for Aumentum Tech to provide the Services under this Agreement. Both parties will use commercially reasonable efforts to determine mutually acceptable "work arounds" should Customer be unable to provide such Required Consents. Ultimately, however, Aumentum Tech will be relieved of the performance of any obligations that may be affected by Customer's failure to promptly obtain and provide any required consents to Aumentum Tech. "Schedule" and "Schedules" shall have the meanings set forth in Section 2.1. "Seat" means a unique physical device, such as a terminal, microcomputer, or similar computing device that is part of the Computer System at which an End User has access to some or all of the Software or Third -Party Software. "Site" means a single physical location and single database for which the Software is licensed. The number of Sites for which Customer is licensed to use the Software shall be specified in the applicable Schedule. "Software" means the software program(s) (in object code format only) identified on the applicable Schedule, and includes Error Corrections, Compliance Updates, Statutory Reports, and new Versions of such program(s) that may be provided under this Agreement. The term "Software" excludes any Third -Party Software. Master No.: WA2024.001 Page 2 of 10 Date: April 16, 2024 © Aumentum Technologies, 2024 CONFIDENTIAL INFORMATION ItoHNOLOVIV,s "Software Modification" has the same meaning as "Customization" if made at the request of Customer under the terms of this Agreement, and as "Enhancement" when made by Aumentum Tech as part of the development or enhancement of the Software or Third -Party Software. "Statutory Reports" means those reports provided by Aumentum Tech that must be: a) automated compiled data reports (not forms, transmittals, cover letters, or correspondence. b) specifically mandated by State Law (not optional or desirable.). c) have all data content and format described in complete detail by mandating authority and d) all report data content must already be contained within the standard database by means of in -scope data conversion and/or generated by standard application features. "Test Period" means the thirty (30) day period following (a) Customer's receipt of the Notice of Completion or (b) in the case where Customer requests or causes a material delay in the performance of implementation services, the date set forth in the Implementation Plan for commencement of acceptance testing. "Third -Party Software" means any third -party software program(s) provided to Customer under this Agreement and listed on the applicable Schedule. "Version" means any new version, release, adaptation, or modification of the Software, which may include major and minor Enhancements, Error Corrections, Compliance Updates, patches, and/or hot fixes. Versions are indicated by Aumentum Tech's standard Software numbering system. "Web Hosting" means providing the infrastructure, such as the hardware, software, and communication lines necessary to enable a computer system to communicate with a designated server. 2. SCHEDULES. 2.1 Schedule(s). Aumentum Tech shall license the Software, provide the Hardware, and perform the services described in the schedules designated on the Signature Page and such additional schedules as the parties may execute from time to time (individually and collectively referred to as the "Schedule" and "Schedules"). 2.2 Conflicting Terms. Each Schedule shall be a part of and governed by the terms and conditions of this Agreement. If there is a conflict between these General Terms and Conditions and any Schedule, the terms of the Schedule shall control unless otherwise noted in any Schedule. 3. SOFTWARE LICENSE. 3.1 Grant. Aumentum Tech grants to Customer a perpetual, nontransferable (except as otherwise provided in Section 18.9), nonexclusive license to use the Software and Documentation solely on the terms and conditions set forth in this Agreement. 3.2 Acceptance Testing. 3.2.1 During the Test Period, Customer may test the Software to verify that it conforms in all material respects to the Documentation. If the Software does not so conform, Customer shall promptly notify Aumentum Tech in writing, and Aumentum Tech shall work diligently to correct all nonconformities free of charge to Customer. If after a reasonable period of time Aumentum Tech is unable to correct nonconformity in the Software, Customer may, as its sole and exclusive remedy, return the Software and Documentation to Aumentum Tech and receive a refund of any payments received for the license fee. 3.2.2The Software shall be considered accepted for all purposes ("Acceptance") upon the earliest of: (a) use of the Software by Customer for any purpose other than testing or (b) the Customer signs the Go -Live Authorization Deliverable Acceptance Statement. 3.3 Scope of Rights. Customer may: 3.3.11nstall the Software on the Designated Processor and may, upon prior written notice to Aumentum Tech, move the Software to a different processor, or, in the event of a disaster, run the Software on a back-up processor. 3.3.21f the Software is licensed on a Seat basis, use and execute the Software only on the licensed number of Seats designated on the applicable Schedule. Unless otherwise provided on the applicable Schedule, Customer must purchase a license for each Seat that has access to the Software. 3.3.31f the Software is licensed on a Site basis, use and execute the Software only in connection with the operations of the Site(s). Unless otherwise provided in the applicable Schedule, Customer must purchase a license for each site for which the Software is used. 3.3.4Make copies of the Software for backup and archival purposes only, provided that (a) no more than two (2) copies of the Software are in existence at any one time, and (b) Aumentum Tech's copyright and other proprietary legends are reproduced on each copy. Customer shall keep appropriate records of the number and location of all copies and make such records available to Aumentum Tech upon request. All copies that are made by Customer shall be the property of Aumentum Tech. 3.3.5Make copies of the Documentation for Customer's internal use only, provided that Aumentum Tech's copyright and other proprietary legends are reproduced on each copy. 3.4 Restrictions. In addition to other restrictions set forth in this Agreement, Customer may not: 3.4.1 Use, copy, modify, or distribute the Software (electronically or otherwise) or any copy, adaptation, transcription, or merged portion thereof except as expressly authorized under this Agreement; 3.4.2Use the Software for any purpose for the benefit of any third party (including any body of government other than the entity that executes this Agreement) in a commercial, retail, service bureau, or similar enterprise; 3.4.3Translate, reverse engineer, decompile, recompile, update, enhance, or create derivations of all or any part of the Software, or merge any Software with any other software or program, including, without limitation, the structure and sequence of any database and/or database files, including those created by Customer under this Agreement; or 3.4.4Without prior written approval of Aumentum Tech, modify or manipulate the data maintained in the standard database structure schema that is documented as part of the Software, except by those provided in the Software. 3.4.5Without prior written approval of Aumentum Tech, modify, extend, or add tables, including, without limitation, the structure and sequence of any database or database files that are used by the Software, including those created by or for Customer under this Agreement; or 3.4.6Remove the labels or any proprietary legends from the Software or its Documentation. 3.5 Title. Aumentum Tech reserves all rights not expressly granted to Customer hereunder. Customer understands that the license granted herein transfers neither title nor proprietary rights to Customer with respect to the Software or Documentation. Any data supplied by Customer shall remain the property of Customer. 3.6 Right to Audit. Aumentum Tech shall have the right, within ten (10) days of Aumentum Tech's written request, during normal business hours and at times mutually agreed upon by Aumentum Tech and Customer, to audit Customer's use of the Software to monitor compliance with this Agreement. If an audit reveals that Customer has exceeded the restrictions on use, .Customer shall be responsible for the Master No.: WA2024.001 Page 3 of 10 Date: April 16, 2024 r;i.i_xxetu.xi" © Aumentum Technologies, 2024 CONFIDENTIAL INFORMATION fKOH,;.OL00130% reimbursement of all costs related to the audit and prompt payment by Customer to Aumentum Tech of the underpayment. 3.7 Third -Party Software. Customer acknowledges and agrees that each Third -Party Software product is the property of the respective third - party owner or licensor and that Customer has no right or title, nor will it assert any right or title, in the same except as expressly granted in writing by the terms and conditions of such third -party license or purchase agreement. All Third -Party Software provided to Customer under this Agreement shall be used only in accordance with the applicable license agreement from the third -party owner or licensor. 3.8 Tools; Customizations. Customer shall not have any right to independently make such changes to the underlying code of the Software. Customer may develop, and shall retain ownership of, hooks, interfaces, or similar tools for use with the Software, provided that the hook, interface, or tool does not use any part of the Software or require any modification or alteration of the underlying code of the Software. Aumentum Tech shall own all right, title, and interest (including all associated intellectual property rights) in and to any Customizations to the Software. 4. HARDWARE. 4.1 Delivery. If Hardware is provided to Customer under this Agreement, Aumentum Tech shall coordinate delivery of the Hardware to Customer. Aumentum Tech shall deliver all Hardware to Customer FOB Customer's location. 5. MAINTENANCE & SUPPORT SERVICES. 5.1 Scope. Provided that Customer is current in the payment of the applicable fees, Aumentum Tech shall provide the following maintenance and support services: 5.1.1Telephone Support. Aumentum Tech shall provide Customer with telephone support services for Hardware and Software from 8:00 a.m. to 5:00 p.m. local Customer time, Monday through Friday, excluding the following holidays: New Year's Day, Martin Luther King Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the immediately succeeding Friday, Christmas Eve, and Christmas Day. Aumentum Tech may from time to time amend its holiday schedule upon at least sixty (60) days' prior notice to Customer. 5.1.2Web Site. Aumentum Tech shall maintain a web site that contains information concerning the Software and Maintenance & Support Services. 5.1.3Error Corrections. Aumentum Tech will respond to any Errors reported by Customer in accordance with its response policy attached hereto as Appendix A. Aumenturn Tech may from time to time amend its response policy upon at least sixty (60) days' prior notice to Customer. 5.1.4Compliance Updates. Aumentum Tech shall exercise due diligence and provide Customer, in a timely manner, with Compliance Updates, provided that Customer actively monitors changes in applicable laws and provides Aumentum Tech with timely written notification of such changes. Customer understands and agrees that Aumentum Tech's ability to meet its obligations under this Section 5.1.4 is contingent upon publication of the change by the applicable regulatory agency and notification to Aumentum Tech in a manner that provides Aumentum Tech sufficient time to prepare and distribute the Compliance Update before the effective date of the change. Aumentum Tech shall not be responsible for and assumes no liability for any failure by any agency to provide sufficient advance notice of any change or any errors or omissions contained in any information provided by any agency. Some compliance updates may require a nominal technical effort by Aumentum Tech. In such case, those updates will be included in the maintenance fees at no additional cost. All other compliance update effort by Aumentum Tech shall be spread on an equitable basis across Aumentum Tech's affected customer base, on a time and materials basis. 5.1.5Versions. Aumentum Tech shall provide Customer with new Versions of the Software. Customer understands that its implementation of a new Version may require Customer to upgrade its Computer System. The maintenance and support services described in Sections 5.1.1 through 5.1.5 above are herein collectively referred to as "Maintenance & Support Services" Provided that Customer is current in the payment of the applicable fee and not otherwise in breach of the Agreement, Aumentum Tech shall provide Maintenance & Support Services for the current Version of the Software for the term described in Section 15.2 (Term of Maintenance & Support Services). 5.2 Customer Obligations. 5.2.1Customer shall designate one or more persons, depending on the size and complexity of Customer's application, through whom requests by Customer for Maintenance & Support Services shall be made. Aumentum Tech shall not be required to accept calls or requests from anyone other than a designated contact person. Customer may change its designated contact person at any time upon notice to Aumentum Tech. 5.2.2Customer shall implement and follow the reasonable written instructions of Aumentum Tech regarding operation of the Software. 5.2.3Customer shall comply with the applicable Documentation. 5.2.4Customer shall purchase, install, and maintain a Computer System that complies with the Minimum Requirements. 5.3 Third -Party Software Support. Aumentum Tech shall provide Customer with telephone assistance for the Third -Party Software during the hours set forth in Section 5.1.1. If Aumentum Tech is unable to resolve a problem with the Third -Party Software, it shall contact the appropriate vendor on Customer's behalf and coordinate and monitor correction efforts by the vendor. 5.4 Hardware Maintenance. Aumentum Tech may provide maintenance services for Hardware or third -party hardware and equipment as set forth in the applicable Schedule ("Hardware Maintenance"). Hardware Maintenance shall not include standard supplies such as ribbons, paper, forms, media, print heads, toner, or laser drums. Aumentum Tech is not responsible or liable for any problems associated with Customer's installation or use of any third - party hardware, equipment, or system or application software not purchased by Customer from Aumentum Tech or the attachment of third -party hardware or equipment to the Customer's Computer System. Aumentum Tech is not obligated to repair damage to any Hardware or third -party hardware or equipment caused either directly or indirectly by nuclear radiation, accident, negligence or abuse, electrical power fluctuation, fire, windstorm, acts of terrorism, or acts of God. 5.5 Services Outside Scope. The exclusions set forth in Section 10.4 shall apply to Aumentum Tech's obligations to provide Maintenance & Support Services under this Section 5. Services provided by Aumentum Tech that are not within Aumentum Tech's obligations under this Agreement shall only be performed after the execution of, or an amendment to, a Professional Services Schedule or an approved change control and shall be billed at Aumentum Tech's then -current time -and -material charges, including travel and all other out-of-pocket expenses. Aumentum Tech shall bill Customer a minimum charge of two (2) hours for all services provided under this Section 5.5. 6. OTHER SERVICES. 6.1 Description. Aumentum Tech shall provide Services (other than Maintenance & Support Services) as set forth in the applicable Schedule. 6.2 Implementation Services. The terms set forth in this Section shall apply if the applicable Schedule provides for the provision of implementation services by Aumentum Tech: Master No.: WA2024.001 Page 4 of 10 Date: April 16, 2024 r'�,.i.L11.it� l.x a, © Aumentum Technologies, 2024 CONFIDENTIAL INFORMATION UCHt4OLOLINM 6.2.1Joint Development, Aumentum Tech and Customer shall jointly develop the Implementation Plan using Aumentum Tech's standard implementation methodology. The Implementation Plan shall be made part of the applicable Schedule without any further action. 6.2.2Amendments. Aumentum Tech and Customer contemplate that the Implementation Plan will from time to time be amended during the project. All amendments to the Implementation Plan shall be made in writing on a change control request form and signed by the Project Manager for each party (as defined below). Services requested of and provided by Aumentum Tech that are not within Aumentum Tech's obligations under this Agreement shall be subject to the payment provisions set forth in Section 8.3. 6.2.3 Performance Dates. 6.2.3.1 Interdependencies of Dates. Each party understands that any variation from the performance dates set forth in the Implementation Plan may adversely impact project milestones and completion dates, including, without limitation, the date of completion of the project. 6.2.3.2 Efforts. Each party agrees to use commercially reasonable efforts to fulfill its obligations under the Implementation Plan and to meet the performance dates set forth in the Implementation Plan. 6.2.3.3 Adjustments. To the extent that either party fails to perform its obligations in accordance with the performance schedule that is set forth in the Implementation Plan, the parties may negotiate an adjustment to the schedule in accordance with Section 6.2.2. 6.2.4Aumentum Tech Project Manager, Aumentum Tech shall, as soon as practicable following the execution of the applicable Schedule, assign a project manager (the "Aumentum Tech Project Manager") who shall have the principal responsibility for overseeing and managing the performance of obligations of Aumentum Tech under the Schedule and who shall be the primary point of contact for Aumentum Tech. Aumentum Tech may not substitute other persons in this position without the prior written approval of Customer, which approval shall not be unreasonably withheld. Aumentum Tech agrees that the Aumentum Tech Project Manager shall dedicate such time as needed to perform the services in accordance with the performance schedule set forth in the Implementation Plan. 6.2.5Customer Project Manager. Customer shall, as soon as practicable following the execution of the Schedule, assign a project manager (the "Customer Project Manager") who shall have the principal responsibility for overseeing and managing the performance of obligations of Customer under the Schedule and who shall be the primary point of contact for Customer. Customer may replace the person serving as its Customer Project Manager upon prior written notice to Aumentum Tech. 7. INSURANCE 7.1 Insurance Coverage. During the term of this Agreement, Aumentum Tech shall maintain insurance coverage covering its operations as follows: Maximum Coverage Amount Insurance Tvne (ner occurrencol Workers' Compensation and Employer Liability. No less than the limits of liability required by law. Automobile Liability. No less than $1,000,000 Data Processing Errors & Omissions. $3,000,000 Commercial General Liability: General Aggregate $ 2,000,000 Products 2,000,000 Personal/Advertising 1,000,000 Injury Each Occurrence 1,000,000 Fire Damage 1,000,000 Medical Expenses 10,000 7.2 Certificate. Upon request by Customer, Aumentum Tech shall provide Customer with certificate(s) of insurance. Aumentum Tech shall use all commercially reasonable efforts to provide Customer with at least thirty (30) days written notice prior to the expiration or cancellation of coverage afforded under the applicable policies. 8. FEES AND PAYMENT TERMS. 8.1 License Fees. Customer shall pay Aumentum Tech the license fees set forth in the applicable Schedule. Unless otherwise provided in the applicable Schedule, the license fees shall be payable in full by Customer upon the earlier of (i) execution of this Agreement, (ii) execution of the applicable Schedule, or (iii) delivery of Software to Customer. 8.2 Support Fees. Customer agrees to pay Aumentum Tech the support fees set forth in the applicable Schedule. Unless otherwise stated in the applicable Schedule, support fees shall be invoiced annually in advance, commencing on the date Go -Live. Aumentum Tech shall have the right to increase the annual support fees for existing Software Versions upon prior written notice. Support fee increases shall not be arbitrary or unreasonable. In the event Aumentum Tech provides Customer with any new software product or Version, Aumentum Tech may publish and apply a revised Maintenance & Support Services fee schedule that shall not be subject to the aforementioned price increase limitations. The annual support fee shall be adjusted to reflect any purchases of additional Seat licenses by Customer. 8.3 Other Services Fees. Unless otherwise stated in the applicable Schedule, Statement of Work, or mutually agreeable document, Customer shall pay all fees for Services (other than Maintenance & Support Services) on a time -and -material basis based on Aumentum Tech's then -current rates and charges for the Services. Aumentum Tech will bill other Services as used. 8.4 Hardware Fees. Customer agrees to pay Aumentum Tech the fees for Hardware set forth in the applicable Schedule. Unless the applicable Schedule states otherwise, Hardware fees shall be due and payable in full by Customer upon shipment of the Hardware. 8.5 Reimbursable Expenses. Customer agrees to reimburse Aumentum Tech for all reasonable and customary out-of-pocket expenses, including, but not limited to, travel, tolls, parking, lodging, and communication expenses incurred by Aumentum Tech in connection with the performance of Services. Meal expenses shall not exceed Aumentum Tech's then -current per -diem amount. 8.6 Invoices/Acceptance. All invoices are due within 30 days of receipt or as specified in the applicable Schedule. If Customer delays an invoice payment for any reason, Customer shall promptly notify Aumentum Tech in writing the reasons for such delay. All Professional Services provided against subsequent agreements and less than $25,000 shall be invoiced upon signing of the related contract addendum, Letter of Authorization, Change Request, or related agreement. Unless otherwise agreed by both parties, Aumentum Tech may apply any payment received to any delinquent amount outstanding. 8.7 Taxes. The fees set forth in this Agreement do not include any amounts for taxes. Unless Customer provides Aumentum Tech with proof of exemption therefrom, Customer shall pay all applicable taxes levied by any tax authority based upon this Agreement, the Software, Hardware, and/or any Professional Services performed by Aumentum Tech, excluding any taxes based upon Aumentum Tech's income. It shall be Customer's sole obligation to challenge the applicability of any tax. If Customer shall become subject to tax at any time following the execution of this Agreement, Aumentum Tech shall have the right to Master No.: WA2024.001 Page 5 of 10 Date: April 16, 2024 l�►:�:ixxtts:xi © Aumentum Technologies, 2024 CONFIDENTIAL INFORMATION M144,)LOOKS assess the tax liability applicable under this Agreement to Customer, and Customer agrees to pay Aumentum Tech for such tax liability within thirty (30) days after receiving written notice of such tax liability from Aumentum Tech. 8.8 Penalties for Delay. Neither Customer nor Aumentum Tech shall be subject to any delay penalty, contract fee adjustment, offset or liquidated damages as a result of any delay, except for the delay of payment(s) as set forth in Section 8, unless specifically set forth in the applicable Schedule. 8.9 Price Changes. If Aumentum Tech utilizes a third -party Hardware Maintenance services provider, Aumentum Tech shall be entitled to change any price charged to Customer for Hardware Maintenance services upon thirty (30) days prior (to the next invoicing cycle) written notice in order to pass through to the Customer any price increases or decreases which the Hardware Maintenance services provider may from time to time make. Aumentum Tech shall be entitled to increase any price charged to Customer for Third -Party Software and/or Hardware Maintenance services provided by Aumentum Tech upon thirty (30) days prior written notice to Customer, but no more than once every twelve (12) month period under this Agreement. 9. ADDITIONAL CUSTOMER RESPONSIBILITIES. 9.1 Communications Equipment. At a minimum, Customer is required to provide Aumentum Tech with access to their network over the Internet. Internet -based connections must be secured using the Microsoft Windows or Cisco VPN client. All other VPN clients are not supported. 9.2 Site Condition. Customer shall maintain site conditions that conform to common industry standards for all computer systems and/or media devices. 9.3 Records. Customer shall create and maintain timely, accurate, and readable electronic back-ups of all data and program and system files. 9.4 Computer Virus Protection. Customer shall, at its own expense, install and periodically update a computer virus program to protect its Computer System and database from computer viruses that may, from time to time, be transmitted or downloaded. Aumentum Tech shall not be responsible for any computer virus and expressly disclaims any liability for loss or damage caused by any computer virus on Customer's computer platform or database. 9.5 Security. Customer shall, at its own expense, protect the security of its Computer System and prohibit unauthorized access to the Computer System. Aumentum Tech shall not be responsible for any security breach and expressly disclaims any liability for loss or damage caused by the unauthorized access to Customer's Computer System. 10. WARRANTIES. 10.1 Software. Aumentum Tech warrants that the Software will conform in all material respects to the functional specifications contained in its then -current Documentation for a period of thirty (30) days after the Acceptance Date. Aumentum Tech agrees to correct or replace, at no charge, any nonconformity of which it receives notice during the warranty period. In addition, Aumentum Tech warrants that any Enhancement, Compliance Update, and/or Error Correction will conform in all material respects to the functional specifications contained in the then -current Documentation. The warranty for any Enhancement, Compliance Update, and/or Error Correction shall expire simultaneously with the expiration of the Software warranty. Aumentum Tech's sole obligation to Customer, and Customer's exclusive remedy for breach of warranty under this Section 10. 1, is the correction or replacement of any nonconformity. Customer shall provide Aumentum Tech with written notice that nonconformity exists, and Aumentum Tech shall have a reasonable period of time, based on the severity of the nonconformity, to correct the Software. Aumentum Tech warrants that the Software does not contain any disabling devices that would allow Aumentum Tech to terminate operation of the Software. Aumentum Tech further warrants that, to the best of its knowledge, the Software does not contain any viruses. 10.2 Services. Aumentum Tech warrants that all Services provided under this Agreement will be performed in a workmanlike manner. Customer shall notify Aumentum Tech in writing of any breach of this warranty within thirty (30) days after completion of the Service. Aumentum Tech's sole obligation to Customer, and Customer's exclusive remedy for breach of this warranty, is re -performance of the Service. 10.3 Third -Party Software; Hardware. AUMENTUM TECH MAKES NO WARRANTY WITH RESPECT TO ANY HARDWARE OR THIRD - PARTY SOFTWARE, AND WHATEVER WARRANTY MAY APPLY TO ANY HARDWARE OR THIRD -PARTY SOFTWARE PRODUCT, IF ANY, IS ONLY AS IS EXPRESSLY STATED BY THE THIRD -PARTY MANUFACTURER, OWNER, OR LICENSOR OF THE HARDWARE OR THIRD -PARTY SOFTWARE. AUMENTUM TECH EXPRESSLY DISCLAIMS ALL WARRANTIES FOR THE HARDWARE AND THIRD - PARTY SOFTWARE, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, NON - INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. CUSTOMER WILL INDEMNIFY AUMENTUM TECH AND ITS AFFILIATES AGAINST DAMAGES THEY INCUR AS A RESULT OF A THIRD PARTY CLAIM ARISING FROM CUSTOMER'S USE OF THE THIRD -PARTY SOFTWARE. 10.4 Exclusions. Aumentum Tech's warranty obligations and other obligations under this Agreement with respect to the Hardware and Software are expressly conditioned upon Customer's proper use and do not include: 10.4.1 Support or correction of errors or increases in service time that result from (a) accident, neglect, misuse, or use other than ordinary use; (b) failure of electrical power, air conditioning, or humidity controls that cause a computer failure; and (c) modifications made to the Software by other than a representative of Aumentum Tech; 10.4.2 Problems and errors that Aumentum Tech and/or Customer cannot reproduce; 10.4.3 Problems relating to or caused by (a) any hardware, third -party software, Internet Service Provider (ISP), or software that was not supplied by Aumentum Tech, or (b) use of a Computer System that does not meet the Minimum Requirements; or 10.4.4 Problems relating to or caused by changes in, or modifications to, the operating characteristics of any computer hardware or operating system for which the Software is procured, 10.4.5 Corrections of errors, defects, and malfunctions that are traceable to any of the foregoing or to any Customer errors or system changes, any ISP, or any third -party hardware and/or software shall be billed at Aumentum Tech's then -current time -and -material rates, plus travel related expenses. 10.5 Disclaimer. THE WARRANTIES SET FORTH IN THIS SECTION 10 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. AUMENTUM TECH EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. 11. CONFIDENTIAL INFORMATION. 11.1 Defined. As used in this Section 11, "Confidential Information" includes the Software and Customizations in any embodiment, the terms, conditions, and pricing of this Agreement, and either party's technical and business information relating to inventions or software, research and development, future product specifications, engineering processes, costs, profit or margin information, marketing, and future business plans, as well as any and all internal customer and employee information, and any information exchanged by the parties that is clearly marked with a confidential, private, or proprietary legend. Information that is conveyed orally shall be designated as Confidential Information to the extent that it meets the requirements of the definition. Master No.: WA2024.001 Page 6 of 10 Date: April 16, 2024 A111tu llf © Aumentum Technologies, 2024 CONFIDENTIAL INFORMATION UGHNOLOWIa Notwithstanding any provision in this Section 11 .1, Customer specifically acknowledges that the Software, including without limitation the database architecture and sequence and Documentation, comprise Confidential Information and know-how that are the exclusive property of Aumentum Tech. 11.2 Nondisclosure. The parties agree, unless otherwise provided in this Agreement or required by law, not to use or make each other's Confidential Information available to any third party for any purpose other than as necessary to perform under this Agreement. The recipient shall protect the Confidential Information from disclosure by using the same degree of care, but no less than a reasonable degree of care, that it uses to protect its own confidential information of a like nature to prevent its unauthorized use, dissemination, or publication by its employees or agents. Customer further agrees that it will not allow any form or variation of the Software to enter the public domain. Both parties acknowledge that any breach of its obligations with respect to Confidential Information may cause the other irreparable injury for which there are inadequate remedies at law, and that the non -disclosing party shall be entitled to equitable relief in addition to all other remedies available to it. Customer shall not disclose the results of any performance or functionality tests of the Software to any third party without Aumentum Tech's prior written approval. 11.3 Exceptions. A pasty's Confidential Information shall not include information that (a) is or becomes publicly available through no act or omission of the recipient; (b) was in the recipient's lawful possession prior to the disclosure and was not obtained by the recipient either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the recipient by a third party without restriction on recipient's disclosure, and where recipient was not aware that the information was the confidential information of discloser; (d) is independently developed by the recipient without violation of this Agreement; or (e) is required to be disclosed by law. 12. INTELLECTUAL PROPERTY INDEMNIFICATION. 12.1 Scope, Aumentum Tech agrees to indemnify and defend Customer against any claim or action brought by any third -party for actual or alleged infringement of any United States patent, copyright, or trade secret based upon Customer's own internal use of the Software in accordance with this Agreement and to pay any damages and costs finally awarded against Customer or paid in settlement. Aumentum Tech shall have the sole right to conduct the defense of any claim or action and all negotiations for its settlement, unless the parties to this Agreement agree otherwise in writing. 12.2 Notice. Customer shall give Aumentum Tech prompt written notice of any threat, warning, or notice of any claim or action that could have an adverse impact on Aumentum Tech's rights in the Software. Customer will provide Aumentum Tech reasonable cooperation in the defense of such claim or action or negotiations for its settlement. 12.3 Alternatives. Aumentum Tech shall not be responsible for any settlement entered into without its consent. In the event of a claim or action under Section 12.1, Aumentum Tech may, in its sole discretion, (a) procure for Customer the right to continue using the Software; (b) provide a substitute, non -infringing Software; or (c) terminate this Agreement and refund the license fees paid by Customer, less depreciation, using a five-year, straight-line method of calculation. 12.4 Exclusions. Aumentum Tech shall have no obligation under this Section 12 with respect to any claim or action that is based upon (a) Customer's use of the Software in breach of any term or condition of this Agreement; (b) the use or combination of the Software with any third - party product, software, hardware, or system; (c) modification of the Software other than by a representative of Aumentum Tech; (d) use of a Version of the Software other than the most current Version of the Software, where use of the most current Version would have avoided the claim of infringement. 12.5 Sole Remedy, This Section 12 states Aumentum Tech's sole responsibility and obligation, and Customer's sole and exclusive remedy for any infringement claim. 13. LIMITATIONS OF LIABILITY. 13.1 Limitation and Disclaimer. AUMENTUM TECHS LIABILITY FOR DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, SHALL NOT EXCEED: (A) IN THE EVENT OF DAMAGES ASSOCIATED WITH A SERVICE OR HARDWARE PRODUCT, THE FEE PAID BY CUSTOMER FOR THAT SERVICE OR HARDWARE PRODUCT UNDER THE APPLICABLE SCHEDULE (B) THE LICENSE FEE PAID BY CUSTOMER FOR USE OF THE SOFTWARE OR (C) FOLLOWING THE COMPLETION OF THE INITIAL TERM OF THE AGREEMENT SHALL NOT EXCEED ONE (1) TIMES THE AMOUNT PAID UNDER THE APPLICABLE SCHEDULE IN THE TWELVE MONTH PERIOD PRECEDING THE CLAIM.. IN NO EVENT SHALL AUMENTUM TECH BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR EXCESS COSTS OF REPROCUREMENT ("COVER COST"); INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES RESULTING FROM INTERRUPTION OF USE, LOSS OR CORRUPTION OF DATA, LOST REVENUE, LOSSES RESULTING FROM SYSTEM SHUTDOWN, FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION, STOLEN OR MISUSED PASSWORDS, SYSTEM INCOMPATIBILITY OR PROVIDING INCORRECT COMPATIBILITY INFORMATION, OR BREACHES IN SYSTEM SECURITY, WHETHER OR NOT AUMENTUM TECH HAS, OR SHOULD HAVE HAD, ANY KNOWLEDGE, ACTUAL OR CONSTRUCTIVE, OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. 14. THIRD -PARTY SERVICE DISCLAIMER. Unless otherwise stated in the applicable Schedule, Aumentum Tech shall not be liable for, and Customer hereby assumes the risk of and shall indemnify and hold harmless Aumentum Tech against, any claim, injury, loss, damage, or expense (including attorneys' fees), either direct or indirect, incurred, made, or suffered by Customer in connection with or in any way arising out of the furnishing, performance, or use of services provided by any third party contracted by Customer to perform services in connection with the Software. 15. TERM. 15.1 Term of Agreement. This Agreement shall begin on the Effective Date and shall remain in full force and effect until the last Schedule has expired or has been terminated, unless sooner terminated in accordance with the terms of Section 16. 15.2 Term of Maintenance &Support Services. Unless otherwise provided in the applicable Schedule, Maintenance & Support Services for Software shall commence upon Go -Live as defined in the Schedules or Statement of Work, as applicable, and shall continue for an initial term of thirty-six (36) months. Maintenance & Support Services shall renew automatically for additional terms of twelve (12) months unless either party provides the other written notice of termination ninety (90) days prior to the expiration date of the initial term or any subsequent twelve- month term. If Maintenance & Support Services are discontinued by Customer or terminated for any period, and Customer desires to reinstate such services, Customer shall pay all annual support fees in arrears, in addition to the then -current annual support fee and any other applicable fees. 15.3 Term of Hardware Maintenance Services. Unless specifically identified in the Maintenance & Support Services Schedule, all Hardware Maintenance will default to "Manufacturer Warranty Only." Master No.: WA2024.001 Page 7 of 10 Date: April 16, 2024 ." © Aumentum Technologies, 2024 CONFIDENTIAL INFORMATION scMnt;c�nt:� 15.4 Term of Other Services. The term for Services (other than Maintenance & Support Services) provided under this Agreement, excluding support services, shall terminate upon completion of the services or shall remain in effect for the period specified in the applicable Schedule. 16. TERMINATION. 16.1 By Either Party. Either party may, at its option, terminate a Schedule immediately upon written notice to the other party if the other party: 16.1.1 Breaches its confidentiality obligations under this Agreement; 16.1.2 Materially breaches this Agreement and fails to cure the breach or develop a plan to cure the breach within thirty (30) days after written notice of the breach from the other party; 16.1.3 Ceases conducting business in the normal course, admits its insolvency, or makes an assignment for the benefit of creditors; 16.1.4 Becomes the subject of any judicial or administrative proceedings in bankruptcy, receivership, or reorganization, and such proceeding is not dismissed within ninety (90) days after it is commenced. 16.2 By Customer. In the event the proper appropriation of funds for the continuation of this Agreement is not available for any fiscal year after the first fiscal year, then this Agreement may be terminated. To effect the termination of this Agreement, Customer shall, within thirty (30) days following the beginning of the fiscal year for which the proper appropriation is not available, provide Aumentum Tech with written notice of the failure to obtain the proper appropriation of funds. Such notice shall be accompanied by the payment of all sums then owed Aumentum Tech under this Agreement, if any. No penalty shall accrue to Customer in the event of exercise of termination due to non - appropriation. If this Agreement is terminated pursuant to this Section 16,2, Customer agrees to grant Aumentum Tech a right of first refusal to continue under the terms of this contract for a period of two (2) years from the date of exercising this Section 16.2. If funds should not become available with two (2) years of said date, Customer shall be free to contract with Aumentum Tech or any other available source when they do become available. 16.3 Effect of Termination. The termination of this Agreement shall not affect the Customer's rights to the Software pursuant to Section 3.1 provided that Customer has paid all Software license fees set forth in the applicable Schedule(s) and Customer is not in breach of any provision of this Agreement or the Schedules. If Customer terminates this Agreement prior to the payment of all Software license fees, or if Customer is in breach of this Agreement, Customer shall immediately cease using the Software and shall either destroy or return the original and all copies, in whole or in part, in any form, of the Software and related materials. Customer shall certify such action in writing to Aumentum Tech within one (1) month after the termination date. If Customer terminates a Schedule for Maintenance & Support Services under Section 16.1 above, Customer shall receive a prorated credit of the annual support fee paid for the then -current term to be applied to future services. Upon termination of a Schedule, Customer shall, within thirty (30) days of termination, pay all amounts due and owing under that Schedule. Upon termination of the applicable Schedule and upon request by Customer, Aumentum Tech shall return all data supplied by Customer in a format reasonably requested by Customer (other than Aumentum Tech's proprietary format) upon payment of Aumentum Tech's then- current fee for this service. 16.4 Survival of Certain Obligations. Obligations and rights in connection with this Agreement which by their nature would continue beyond the termination of this Agreement, including without limitation, Section 11, shall survive termination of this Agreement until fulfilled. 17. DISPUTE RESOLUTION. 17.1 Informal Dispute Resolution. If a dispute, controversy, or claim arises between the parties relating to this Agreement, the parties shall promptly notify one another of the dispute in writing. Each party shall promptly designate a representative to resolve the dispute. The representatives shall meet within ten (10) days following the first receipt by a party of such written notice and shall attempt to resolve the dispute within fifteen (15) days. 18. GENERAL. 18.1 Customer List; Publicity. Customer authorizes Aumentum Tech to use Customer's name in its list of Customers. The parties agree that either party or both may issue a mutually acceptable news release regarding Customer's use of the applicable Software and Maintenance & Support Services. Each party's approval of such news release will not be unreasonably withheld or delayed. Once a press release has been issued, Aumentum Tech may publicly refer to Customer (by name only) as being a customer of Aumentum Tech, and only in relation to this Agreement except as otherwise authorized by Customer. 18.2 Amendments. No provision of this Agreement may be amended or modified except by a written document signed by duly authorized representatives of both parties. 18.3 Notices. 18.3.1 Delivery. Except as otherwise provided herein, any notice or other communication between the parties hereto regarding the matters contemplated by this Agreement may be sent by United States mail (first class, airmail, or express mail), commercial courier, facsimile, or electronic mail, in each case delivered to the address specified for the recipient. Any written notice required to be sent under Section 16 ("Termination") or Section 17 ("Dispute Resolution") must be sent by U.S. mail (first class, airmail, or express) or commercial courier. 18.3.2 Receipt. Communications shall be deemed received, if by mail, on the earlier of receipt or the third calendar day after deposit in the mail with postage prepaid; if by courier, when delivered as evidenced by the courier's records; if by facsimile, upon confirmation of receipt by the sending telecopier; and if by electronic mail, when first available on the recipient's mail server. If received on a day other than a business day, or on a business day but after 4:30 p.m., recipient's local time, the communication will be deemed received at 9:00 a.m. the next business day. 1.8.3.3 Contact Person. Notices shall be addressed to the attention of the contact person listed on the Signature Page. Any party may change its contact person or address for purposes hereof by delivering a notice thereof to each other party hereto, but any element of such party's address which is not specified in that notice shall not be deemed changed. 18.4 Technology Life Expectancy. Customer understands, acknowledges, and agrees that the technology upon which the Hardware, Software, and Third -Party Software is based changes rapidly. Customer further acknowledges that Aumentum Tech will continue to improve the functionality and features of the Software to improve legal compliance, accuracy, functionality, and usability. As a result, Aumentum Tech does not represent or warrant that the Hardware, Software, and/or Third -Party Software provided to Customer under this Agreement or that the Computer System recommended by Aumentum Tech will function for an indefinite period of time. Rather, Aumentum Tech and Customer may, from time to time, analyze the functionality of the Hardware, Software, Third -Party Software, and Computer System in response to changes to determine whether Customer must upgrade the same. Customer upgrades may include, without limitation, the installation of a new Version, additional disk storage and memory, and workstation and/or server upgrades. Customer upgrades may also include the installation and/or removal of Third -Party Software. Customer is solely responsible for all costs associated with future resources and upgrades. Master No.: WA2024.001 Page 8 of 10 [Date: April 16, 2024u.xx'e,ttin"i" © Aumentum Technologies, 2024 CONFIDENTIAL INFORMATION yE4,,,;OL0030 18.5 Excusable Delays. Neither party shall incur liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement, excluding payment obligations, where such failure is caused in whole or in part by events, occurrences, or causes beyond the reasonable control of the party, provided that such party has taken reasonable steps to mitigate the effects of such delay. 18.6 Statute of Limitations. No party may commence an action under this Agreement more than two (2) years after the expiration of its term, or, in the event of a breach, more than two (2) years after the occurrence of the breach, or, in the event the breach is not discovered by the injured party when it has occurred, more than two (2) years after the breach could, in the exercise of due diligence, have been discovered by such party. 18.7 Injunctive Relief. Aumentum Tech and Customer agree that in the event of any breach of Section 11, monetary damages may not be a sufficient remedy or protection for the aggrieved party, and that the aggrieved party shall be entitled to seek injunctive or other relief as may be deemed proper or necessary by a court of competent jurisdiction. 18.8 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Customer's state of domicile. 18.9 Assignment. Neither party may assign or transfer (by operation of law or otherwise) any right or obligation under the Agreement without the other party's prior written consent, which may not be unreasonably withheld or delayed. Any assignment in violation of this clause shall be null and void. However, Aumentum Tech may, without Client's consent, assign the Agreement or any rights granted in the Agreement, in whole or part, either (a) to an Affiliate; (b) in connection with Aumentum Tech's or an Affiliates' sale of a division, product or service; or (c) in connection with a reorganization, merger, acquisition or divestiture of Aumentum Tech or any similar business transaction. 18.10 Severability. If any provision of this Agreement is prohibited or unenforceable by any applicable law, the provision shall be ineffective only to the extent and for the duration of the prohibition of unenforceability, without invalidating any of the remaining provisions. 18.11 Counterparts. This Agreement may be executed simultaneously, in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. 18.12 Subcontractors. Aumentum Tech reserves the right to subcontract work, as it deems necessary, to perform the Services under this Agreement. Aumentum Tech shall be fully responsible for the acts of all subcontractors to the same extent it is responsible for the acts of its own employees. 18.13 Independent Contractor. The relationship of Aumentum Tech to Customer shall be that of an independent contractor. No principal - agent or employer-employee relationship is created by this Agreement. 18.14 Waiver. No delay or failure by either party to take any action or assert any right or remedy hereunder shall be deemed to be a waiver of such right or remedy, nor shall any express waiver constitute a continuing waiver. The waiver by either party at any time, expressed or implied, of any breach or attempted breach of the obligations set forth in this Agreement shall not be deemed a waiver of or consent to any subsequent breach or attempted breach of the same or any other type.. 18.15 Executable by Facsimile. Any signature of this Agreement or any Schedule through facsimile shall constitute execution of the Agreement or Schedule by such party. 18.16 Non -Discrimination. Aumentum Tech, to the extent required by law, shall not discriminate against an employee or applicant for employment with respect to the hire, tenure, terms, conditions, or privileges of employment, or a matter directly or indirectly related to employment, because of race, color, religion, national origin, age, sex, or disability that is unrelated to the individual's ability to perform the duties of a particular job or position. 18.17 Entire Agreement. This Agreement embodies the entire agreement and understanding between Aumentum Tech and Customer with respect to the subject matter of this Agreement and supersedes all prior oral or written agreements and understandings relating to the subject matter of this Agreement. No statement, representation, warranty, covenant, or agreement of any kind not expressly set forth in this Agreement, including without limitation any representations concerning: (i) estimated completion dates, hours, or charges to provide any Service; (ii) performance or function of any Product or system, other than as expressly warranted in Section 10 (Warranties); (iii) the experiences or recommendations of other parties; or (iv) results or savings Customer may achieve, shall affect, or be used to interpret, change, or restrict, the express terms and provisions of this Agreement. The terms and conditions of any purchase order or other instrument issued by Customer which are in addition to or inconsistent with this Agreement shall be of no effect and shall not be binding on Aumentum Tech. Master No.: WA2024.001 Page 9 of 10 Date: April 16, 2024 A�`��.,ktui-f © Aumentum Technologies, 2024 CONFIDENTIAL INFORMATION MNKOL001:9% APPENDIX A RESPONSE POLICY Aumentum Tech shall respond to any Errors reported by Customer based on the priority code assigned to such Error. Customer shall identify the priority code when it initially reports the Error to Aumentum Tech. Aumentum Tech may, in its reasonable discretion, re- classify the Error after its initial investigation. If Customer requests, in writing, that the Error be resolved with a priority code higher than the assigned level, Customer will pay Aumentum Tech for that support on a time -and -materials basis at Aumentum Tech's then current rates. The priority codes and responses are as follows: Priority Definition/Im pact Aumentum Tech's Responses The problem causes an immediate major , Aumentum Tech will use all commercially reasonable efforts to: impact on Customer's business. The p (i) respond to Customer within one hour, indicating that problem has caused Customer's use of Aumentum Tech has received the report of the error; (ii) provide 1 the software, or a significant component an initial status report to Customer within two hours and thereof, to stop or substantially deviate regularly communicate thereafter the status of a reported from the Documentation. No timely incident; and (iii) provide the appropriate modifications, bug workaround exists. fixes, and other changes to the software as soon as reasonably possible. Aumentum Tech will use all commercially reasonable efforts to: The problem causes an impact on (i) acknowledge receipt of the error within four hours of the 2 Customer's business. A workaround is report; (ii) verify the reported error and regularly communicate not available; however, processing can the status to Customer; and (iii) provide the appropriate still continue but in a restricted manner. modifications, bug fixes, and other changes to the software within ten days, or to continue its efforts indefinitely beyond this period when an error remains unresolved. The problem has a minor impact on Aumentum Tech will use all commercially reasonable efforts to: 3 Customer's business. The problem does (i) acknowledge receipt of the error within one business day of not prevent operation of the software. the report; and (ii) respond to the error within thirty days. Aumentum Tech will use all commercially reasonable efforts to: 4 The problem has no business impact. (i) acknowledge receipt of the error within one business day of the report; and (ii) consider addressing the issue in a future Version. Master No.: WA2024.001 Date: April 16, 2024 Aumentum Technologies, 2024 Page 10 of 10 CONFIDENTIAL INFORMATION S'kCNt;4?Lt?C1RY;