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EU-60-WAGRCO-220221
K21-046
EDNETICS NETWORK
Cisco Umbrella Managed Service
60 Month Agreement
February 22, 2021
Prepared for Customer (888) 809-4609
Joseph Carter, Network Engineer Grant County www.ednetics,com
Grant County TS
Ephrata, WA 988230037
EDNETICS NETWORK
Cisco Umbrella Managed Service
60 Month Agreement
Annual Service Charges I DNS Advantage
630 Seats @ $42.86 each g
Ednetics Discount $27,001.80
Subtotal ($10,621.80)
Estimated Taxes and Fees* $16,380.00
$1,375.92
Total $17,755.92
*Government fees including state, local, and federal taxes are in addition to the above charges. These fees will be charged at the rates set by governmental entities and may e
over the duration of the contract. y chap g
Ednetics Inc. 888-809-4709 1 EU-60-WAGRCO-220221
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Table of Contents
Service Agreement
Ednetics Network Cisco Umbrella
4
Exhibit B
Notice to Proceed
Ednetics Inc. 888-809-4709 1 EU-60-WAGRCO-220221
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W2
Service Agreement Ednetics Network Cisco Umbrella
This Agreement ("Agreement") is between Ednetics and the entity identified as the customer"Custom r"
"and toll ( e )'
each referred to as a "Party" collectively referred to as the "Parties." This Agreement consists of any
Services Attachment(s), Quotes and Service Order(s) and are incorporated herein b reference. The Parties
s
agree to be bound by this Agreement and affirm that each have caused this Agreement to be executed b
their respective duly authorized representatives on the dates written below their namesY
.
1, Services. Umbrella by Ednetics is a DNS based security service in the form of CIPA compliant web
filtering and protection from malware, botnets, and phishing across all Customer locations users and
devices ("Services"). In addition to ensuring security of the Customer Network, Services includes support
pp t
and management integral to performance or delivery of the Services. Ednetics willp rovide Services as
referenced in accordance with the terms of this Agreement.
2. Obligations of the Customer. Customer agrees to provide Ednetics all information required for
or
implementation of Umbrella by Ednetics ("Service") in a timely manner and to comply with all of the
e
terms and conditions of this Agreement. Customer also agrees that Customer's use of Services will at
all times be consistent with the terms outlined in Ednetics Acceptable Use Policy("AUP" and will no
) t be
used in an unlawful manner. Ednetics AUP is attached hereto as Exhibit A and is made apart of this
Agreement by reference. Updates to Ednetics AUP will be made on the website
bsite
https://portal.ednetics.com and will apply to all Service(s).
3. Customer Representations. Customer warrants they have the legal right and ability to enter into this
Agreement and is authorized to act on behalf of the entity. Customer represents and warrants that
Customer name and contact information is true and correct. Customer agrees to notify Ednetics
promptly whenever billing information changes, including, but not limited to, Customer's name address
e-mail address, telephone number, and credit card information, if appropriate.
4. Term. The term commitment of the Service will begin the date Service is first installed and made
available to Customer and will continue for the number of months/years set forth in the Agreement
("Initial Service Term").
g ment
5. Prices. Pricing is determined upon the number of Customer Full Time Equivalent ("FTE"). q t (FTE ). Two (2) part
time
employees qualify as one (1) FTE. Deliberately under reporting of Customer FTE constitutes a
breach under the Agreement and termination fees under Section 8 or Section 10 will apply as
appropriate.
6. Payment. Customer may select from two payment otions for the purchase of Umbrella by Ednetics.
Option 1. Customer may purchase Service in advance, to include any applicable taxes or setup fees for
the entire term of the Agreement, by issuance of a Purchase Order for the entire valuef
o the
Agreement. Issuance of a purchase order for the entire value of the Agreement indicates Customer's
acceptance of the Terms and Conditions of the Agreement and may be used in lieu of signatures. Option
ption
2. Customer may opt to receive Annual Invoices, also to include all taxes and fees applicable to
pp the
Annual Invoice. Annual Invoices will be rendered as of the Service Start Date and upon each subsequent
P q ent
anniversary through the end of the Service term. Any applicable setup fees will appear on the first
annual invoice. Customer will have the opportunity to identify theira ment and/or invoicing
P Y ting
preference on the Notice to Proceed (NTP) associated with the Agreement.
7. Taxes. Customer hereby acknowledges taxes represented within the estimated, Agreement are
g timated, and are
thereby subject to change over the term of the Agreement. Customer further acknowledges and d agrees
that all pricing for Services and other charges due hereunder, includingall appropriate taxes '
b , or pursuant to the ,imposed
y p e laws, statutes or regulation of any governmental agency or authority, are the sole
responsibility of Customer and shall be paid promptly when due by Customer and Customer agrees g es to
indemnify and hold Ednetics harmless from any liability therefor.
8. Additions and Deletions. Additions are defined as an increase to Customer's existing Service resulting
from an increase in Customer's FTE. Additions will be coterminous with the current term of Services.
ces.
Ednetics Inc, 888-809-4709 ( EU-60-WAGRCO-220221 4
1 tx'/.€.
Ednetics reserves the right to invoice increases in FTE. Deletions are defined as a reduction in
Customer's FTE. There will be no monetary adjustment for deletions in FTE.
9. Support. Ednetics Support is available Monday through Friday from 6 a.m. to 7.m. Pacific c Time,
excluding Ednetics observed holidays. Cases submitted outside of business hours will be addressed the
next business day. The Ednetics Support Desk may be reached by email at su ort ednetics.com or
by
calling (877) 809-4610. Customer acknowledges that, in no event, shall Cisco have an obligation
y to
provide support directly to, or respond to support requests from, any end user,
10. Early Termination. All requests to terminate the Services contract must be received in writing by
Ednetics at least thirty (30) days prior to the termination effective date. In the event Customer
terminates service prior to the expiration of any term, the early termination fee will be 100% of the total
remaining contract value.
11. Termination by Ednetics. In the event Customer is in breach of any terms of this Agreement, Ednetics
tics
shall provide written notice to Customer of such a breach, upon receipt of which Customer shall I have
ten (10) days to cure such breach. If such breach is not cured by Customer to Ednetics satisfaction in its
sole discretion, within the applicable cure period set forth above, Ednetics may terminate
Y this
Agreement and the Services, in whole or in part. Notwithstanding the foregoing, in the event Customer
's use of Service(s) violates the Ednetics AUP, Ednetics may suspend access to the Services
() or terminate
this Agreement and any affected Attachment, Service Order(s) or Amendments, in whole or in
part,
effective immediately.
12. Resolution of Disputes. In the event of a Dispute an email detailing the dispute must be sent to
p the
other party. Notification to Ednetics can be emailed to contracts@ednetics.com. Upon written request p q est of
either Party, each of the Parties shall appoint, within five (5) business days after a Party's receipt of
y p such
request, a designated representative who has authority to settle the Dispute and who is at a higher level
of management than the persons with the direct responsibility for administration of the Agreement. g t. The
designated representatives shall meet as often as they reasonably deem necessaryin order i
to discuss
the Dispute and negotiate in good faith in an effort to resolve such Dispute. If the Parties are unable to
resolve issues related to the Dispute within thirty (30) days after a Party's request is mad
Y q e for
appointment of designated representatives as set forth above, either Party may seek any relief to which
it is entitled, whether at law or in equity.
13. Back up Power. Customer acknowledges and agrees that if access to and use of Services is desired
or
required during a power outage, customer is solely responsible to provide appropriate back -u
power p
to any systems and or internet access that may use the Services. Ednetics shall not be responsible or
liable to customer or any third party for the unavailability of Services duringoutage as a
a power g result
of customer's failure to provide necessary back-up or secondary power facilities for use of Services.
14. Limitation of Liability. EDNETICS SHALL NOT BE LIABLE FOR SPECIAL, INCIDENTAL EXEMPLARY,
CONSEQUENTIAL OR INDIRECT DAMAGES, RELATED TO THIS AGREEMENT, INCLUDING WITHOUT
LIMITATION, LOST PROFITS, LOST SAVINGS, OR DAMAGES ARISING FROM LOSS OF USE LOSS
OF
CONTENT OR LOSS OF DATA, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE
BASED, AND EVEN IF EDNETICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
REGARDLESS OF WHETHER ANY REMEDY SET FORTH IN THIS AGREEMENT FAILS OF ITS ESSSENTI
AL
PURPOSE. IF ANY LIABILITY IS IMPOSED ON EDNETICS, SUCH LIABILITY SHALL BE LIMITED AS PROVIDED
IN THIS AGREEMENT, WHICH SHALL BE EDNETICS SOLE AND EXCLUSIVE LIABILITY REGARDLESS
OF
WHETHER LOSS OR DAMAGE IS CAUSED BY PERFORMANCE, NON-PERFORMANCE, OR NEGLIGENCE
OF
EDNETICS UNDER THIS AGREEMENT. IN NO EVENT SHALL EDNETICS AGGREGATE LIABILITY UNDER THIS
AGREEMENT TO ITS CUSTOMERS EXCEED THE TOTAL FEES PAID BY CUSTOMER TO EDNETICS IN THE
PRECEDING SIX (6) MONTHS FOR THE AFFECTED LICENSES AND SUBSCRIPTIONS TO THE SERVICES
SET
FORTH IN THE ATTACHED QUOTE.
Ednetics Inc. 888-809-4709 EU-60-WAGRCO-220221 5
15. Liability of Customer. In the event any claim, demand, lawsuit or liability is made or asserted against
Ednetics or any of the officers of Ednetics by any third -party and the same arises out of, or is directly or
indirectly related to, or is caused by any act or omission of Customer, then, and in such event, Customer
shall indemnify, defend and hold harmless Ednetics and its officers, agents and representatives of and
from any and all such claims, demands, causes of actions and liability, including the payment of
reasonable attorneys' fees to defend such action.
16. Warranties. EDNETICS DOES NOT WARRANT UNINTERRUPTED OPERATION OF THE SERVICE AND
SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES NOT MADE IN THIS AGREEMENT, EITHER EXPRESSED
OR IMPLIED, INCLUDING THE WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR PARTICULAR
PURPOSE. EDNETICS DOES NOT WARRANT AND DOES NOT ASSUME ANY LIABILITY FOR ANY
CONSEQUENCES SUFFERED BY ANY PERSON AS A RESULT OF OBTAINING INTERNET ACCESS INCLUDING,
WITHOUT LIMITATION, DAMAGES ARISING FROM INTERNET CONTENT OR FROM COMPUTER VIRUSES.
17. safeguarding Customer Proprietary Network Information. Ednetics will not share information
specific to our Customers and/or their network with anyone other than the authorized representative(s)
of Customer, unless Customer sends written authorization to their Ednetics Account Manager. Such
Letter of Authorization (LOA) must be signed by the Customer's authorized representative statin the
information8
Ednetics is to provide and to what party and/or company Ednetics is to disclose the
information to upon request. Ednetics business partners may collect non -personal telemetry data in
order to maintain, improve, or analyze the performance of the service. Ednetics makes every reasonable
effort to ensure that Ednetics business partners protect personal data in a way consistent with this
policy.
18. Transfer and Assignment. Customer may not sell, assign or transfer any of Customer's rights or
obligations under this Agreement without Ednetics prior written consent. Ednetics may assign n this
Agreement upon notice to Customer.
19. Force Majeure. Ednetics shall not be responsible for any outages in connection with any causes beyond
its reasonable control including, without limitation, the performance of Internet Networks controlled by
other
companies. or traffic exchange points that are controlled by other companies, labor strikes or
shortages, riots, insurrection, fires, flood, storm, explosion, acts of God, war, terrorism, governmental
action, labor conditions, earthquakes and material shortages.
20. Governing Law and Venue. This Agreement is construed and governed in accordance with the laws of
the state Customer resides in. The venue for any action arising under this Agreement shall be in the
courts of county jurisdiction in the state Customer resides in, as appropriate.
21. Non -Disclosure and Publicity. Customer shall not disclose to any third party the terms and conditions
of this Agreement without the prior written consent of Ednetics, except as required by law.
22. Entire Agreement. This Agreement is the complete agreement between the Parties, concerning any
Umbrella by Ednetics Services provided hereunder, and replaces any prior oral or written
communications between the Parties. Except for prior obligations of confidentiality and/or
nondisclosure, there are no conditions, understandings, agreements, representations, or warranties,
expressed or implied, which are not specified in this Agreement.
23. Agreement Modifications. This Agreement and all attachments may only be modified or changed
through an amendment signed by a duly authorized representative of Customer.
24. Severability. In the event any of the terms of this Agreement and attachments, or the applications of
any such term, shall be invalid by any court of any competent jurisdiction, the remaining terms of this
Agreement or their application shall not be affected thereby and shall remain in full force and effect.
25. Notices. All notices, requests, demands or other communications which are required or may be given
pursuant to the terms of this Agreement shall be in writing and shall be deemed to have been duly given
(i) on the date of delivery if personally delivered by hand, (ii) upon the third day after such notice is (a)
deposited in the United States mail, if mailed by registered or certified mail, postage prepaid, return
Ednetics Inc. 888-809-4709 1 EU-60-WAGRCO-220221 6
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receipt requested, or (b) upon the first business day following deo I Ig
sit f sent by overni ht delivery by a
nationally recognized Overnight express courier, or (M) by facsimile upon written cOnfirmation (other
than the automatic confirmation that is received from the recipient's facsimile machine) of receipt by
the recipient -of such notice,
Please complete this 'gin formation
Ednetics, Inc.
At-th., Lisa Tucker
971 S. Clearwater Loop
Posit F...IlsIdaho 838-54
T (208) 618-4050
F (2,08) 6194161
Cott Acceptance
With a copy to:
Ednetics, Inc.
Attn., Travis Pettyjohn
971 S,, Clearwater Loop
Post Falls, Idaho 83854
T (208) 777-4709
F:(208) 777-4708
The, PartleS. have caused this Agreemens ,to be executed by their respective d I uly authorized representatives
as of the last dale sfgned below ("Effective Date"),,
N ET I CSr I N C,
SIGNATURE
Shawn Swanby
PRINTED NAME
Chief Executive Officer
IT
3/24/2021
DATE
Ednetics [tic. 888-809-4709 1 EU460-WAGRCO-22.0221
DATE
Exhibit B Notice to Proceed
This Notice to Proceed acts as Customer's Contract activation and receipt of Customer's firm approval to
proceed with any service delivery activities, and will be considered as such upon execution by Customer's
authorized party below. By signing this form, you are providing consent for Ednetics toproceed with the
following Contract(s):
Requested start �b
Service. Na'.: 'Descrip ion Contract #
Name
U
:Customer
Ednetics Network Cisco Umbrella EU-60-WAGRCO-220221
....... ........ .
Please select your billing preference from the options below.
................
,Annual Payment Option
Charges I
Please Check One
Setup Fee (applies to first invoice only) ..........
$0.00
Setup Tax (applies to first invoice only)
$0.00
Annual Service Charges
$16,380.00
Estimated Annual Taxes
$1,375.92
..... ... .. . .
One -Time Payment Option
.
Charges,
Setup Fee
One Time Service Charge
Estimated Taxes
$0.00
$81,900.00
$6,879.60
El Annual
F] One Time
Upon receipt of the signed Contract and signed Notice to Proceed, Ednetics will begin the work necessary to
deliver your services.
Customer further understands and agrees any one-time installation charges, and all monthly or annually
recurring charges as defined within the Contract(s), are Customer's firm contractual obligation for the
duration of the Contract(s), whether Customer does or does not receive E -Rate funding, when applicable. If
Customer cancels this Notice to Proceed, termination fees may apply, as referenced in the Terms and
Conditions of the Contract.
r
CUSTOMER TITLE
CUSTOMER DATE
Ednetics Inc. 888-809-4709 EU-60-WAGRCO-220221
N
ed 1 V,:
Grant County EU-60-WAGRCO-220221 (Not
Signed)
Final Audit Report 2021-03-24
Created: 2021-03-24
By: Lisa Tucker (lisa.tucker@ednetics.com)
Status: Signed -
Transaction ID: CBJCHBCAABAA11VtYR5wix3pf08W_aQOgorrY_mM3KWJ
"Grant County EU-60-WAGRCO-220221 (Not Signed)" History
Document created by Lisa Tucker (lisa.tucker@ednetics.com)
2021-03-24 - 2:44:04 PM GMT- IP address: 98.145.81.242
Document emailed to Shawn Swanby (shawn@ednetics.com) for signature
2021-03-24 - 2:44:30 PM GMT
Email viewed by Shawn Swanby (shawn@ednetics.com)
2021-03-24 - 3:53:11 PM GMT- IP address: 162.218.181.62
60- Document e -signed by Shawn Swanby (shawn@ednetics.com)
Signature Date: 2021-03-24 - 3:53:19 PM GMT - Time Source: server- IP address: 162.218.181.62
Irk Agreement completed.
2021-03-24 - 3:53:19 PM GMT
Adobe Sign