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Agenda Item Details
Meeting Aug 21, 2018 - REGULAR MEETING OF THEM UT PROSPECT VILLAGE BOARD - 7:00 p.m.
Category 5. CONSENT AGENDA
Subject 5.4 Motion to approve purchase Quicket Solutions Billing Solution and E -Citation Software in
an amount not to exceed &78,598.00
Access Public
Type Action (Consent)
Preferred Date Aug 21, 2018
Absolute Date Aug 21, 201*1
Fiscal Impact Ye.2
Dollar Amount 78598.0f
Budgeted Ye*1
Budget Source 020.60.90.00.0.707.561.010 - Computer Software Police Department
Recommended Action Accept the proposal from Quicket Solution to purchase the billing solution and e -citation
software package at a cost not to exceed $78,598.00.
Public Content
The Police Department, Finance, and Village Information Technology are seeking approval from the Village Board on a
joint project to accept the proposal from Quicket Solutions to provide an all-encompassing e -Citation software suite
for electronic ticketing, electronic crash reporting, online payment processing, and State -mandated traffic
stop/pedestrian stop reporting needs. Quicket"s product is a one-stop shop, easy to use portal for both Village
employees and members of the public. Quicket would meet the Village"s strategic goal of ensuring a thriving, healthy
community that adapts to emerging needs and trends and delivers exceptional and responsive customer service to
residents of Mount Prospect. Quicket"s software would simplify the payment process of parking, and compliance
tickets and eliminate the redundancy of employee data entry several times. Quicket software will expedite State
citation and State crash reporting processes for patrol officers in the field and transmit that data to the required state
agencies.
The Police Department, Finance and Village Information Technology are seeking to streamline the cumbersome
process of managing citations. Currently, when an officer writes a parking ticket, compliance ticket, or a state ticket,
there is a duplication of data entry. The officer writes the ticket on the street and then a Community Service Officer
(CSO) enters the ticket in the police department's Records Management System. The ticket is then forwarded to
Finance and reentered by Finance Account Clerks into their program for billing purposes. The Police software
program and the Village software program do not communicate. On average, it takes a CSO approximately 60
seconds to enter a ticket into the police software program. A five year average of compliance, parking and state
tickets amounts to approximately 14,349 tickets per year. This amounts to approximately 239 hours of duplication of
data entry or approximately six (6) weeks of simple data entry based on a 40 -hour work week.
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This process is then repeated when the ticket is forwarded to the Finance Department and reentered into their billing
program. To read the officer"s handwriting, enter the ticket, and ensure the fine is correct takes a Finance Account
Clerk approximately 90 seconds. This amounts to approximately 229 hours of data entry or about 5.7 weeks of data
entry based on a 40 -hour work week. It should be noted that Finance does not enter State tickets, which instead are
forwarded to the Circuit Court Clerk of Cook County by the Police Department"s Records Section. Currently, the
Finance Department is using an outdated software program and there is immediate need for a contemporary billing
solution.
PoliceTicket Data Entry Time
Ave # Tickets a Year Data
239 hours or 6 weeks a year 229 hours or 5.7 weeks a year
The Police Department needs a software platform, which would allow the Traffic Stop Reports (TSR) to be downloaded
automatically from the traffic stop. Per state mandates, whenever an officer makes a traffic stop they are required t*
complete are r •writtenafter'traffic • •fields
almost all of which contain the same information as a traffic citation, which is simply another duplication of effort.
Based on five-year.• officersapproximately86.ic stops a year.average it takes. patrol
officer approximately one minute to hand write a TSR. With e -citation this process would be greatly expedited becausk"
once the officersbe #usly uploaded to the TSR database.
Under the Department's current system, after the officer completes the TSR it must then be scanned, verified and
checked to be entered into our database. On average, this takes approximately 90 seconds per TSR for a Polict
40 -
hour work
Traffic • p Report
• Form
.rYearPolice
272 hours or 6.8 weeks a yea
Recognizing the need to upgrade and improve customer service and process improvements for Village
employees, staff contacted the Cook County Clerk"s Office and inquired who the current vendors are for electronic
tickets in Cook County. Currently there are five vendors authorized for electronic citations in Cook County: Advanced
Public Safety (APS), ID -Networks, Tyler Brazos, IT -Stability and Quicket. Two vendors, APS and ID -Networks were
eliminated from consideration because APS is no longer supported by Cook County and will be phased out of service.
ID -Networks,
• only • by Schaumburg •• be phased out in Leaving three remaining
vendors Tyler Brazos, IT -Stability and Quicket for consideration.
1 S
training,The Police Department received product demonstrations from three e -citation vendors available for purchase. In an
effort to determine which of the three available vendors offered the most robust combination of functionality and
affordability for the Department"s needs, research was compiled that compared the abilities, cost, maintenance,
. • ease of operation f• Brazos,. • Dand Quicket Solutions.Specific
functionalities. • .included:
• E -citation completion.
• Pedestrian and traffic stop data reporting to the Illinois Department of Transportation (IDOT).
• Electronic crash reporting (report completion and data transmission to IDOT).
• Finance payment processing (a complete finance component that generates automatic payment notices,
automates findings and decision reports, provides a payment portal for citizens, and automatically generates
collection agency reports).
• The chosen vendor must be compliant with the FBI's Criminal Justice Information Services (CJIS) Division. CJIS
is a joint program between the FBI and individual state identification bureaus that mandates security policy that
outlines detailed security precautions that a law enforcement agency must undertake to protect sensitive
information.
• Providing flexible, practical, and a secure cloud -based (online) portal for all Village employees and public use.
• The software's navigation functions must be user friendly, as well as easy-to-use for individuals with varying
degrees of technological aptitude.
• A software program that has citizen online reporting so residents have the ability to report non -emergency
incidents from the comfort of their homes.
• A platform, which allow for a future adjudication program.
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Brazos is a cloud -based software utility comprised of three components: e -citation
functionality (State citations, parking citations, compliance citations, and Local Ordinance
citations), pedestrian and traffic stop data reporting to the Illinois Department of
Transportation. Brazos is CJIS compliant, offers a one year contract with automatic yearly
renewal and penalty -free opt -out for any reason, is capable of interfacing with Motorola,
the chosen vendor by NWCD for a fee, and there is no fee for Brazos to interface with the
Cook County Clerk of the Circuit Court due to Tyler"s Odyssey software being the current
contract holder for the Clerk"s office.
Brazos does not offer electronic crash completion/reporting, payment process , an
adjudication platform and citizen online reporting. Because of the software"s limited
capabilities, a third party software component would need to be acquired and interfaced with Brazos in order to meell
tach of the Department's e -suite needs. This would add substantial cost and interface issues between programs.
Brazos is currently used by administrators in Kane County, Kankakee County, as well as by the Barrington Hills Polict
Department for e -citation purposes. Officials with the Barrington Hills Police Department reported that they have had
compatibly issues with existing programs. Brazos would apply a software patch to fix these issues but there were
,#elays in deploying improvements.
4
The following is a summary of Tyler Brazos" overall capabilities:
i- , iazos
E -Citation (Y -Tickets)
Yes
P/C/LO Tickets
Yes
Traffic Stop Reports
Yes
Pedestrian Stop Reports
Yes
E -Crash
No
Citizen Online Reporting
No
Payment Processing
No
Future Adjudication
No
I
0
00007"". 1 1 It -Stability DACRA is a combination cloud - based/legacy software application capable of
000 000,00ww" I %
AA managing e -citations (State citations, parking citations, compliance citations, and Local
Ordinance citations), pedestrian and traffic stop data reporting to the Illinois Department of
*l,",ity'Transportation. Unlike Brazos, IT -Stability offers an adjudication platform, as well as the
"abit
41101
ability to digitally manage overnight parking. IT -Stability software is approved for use by
Gim Cook County government. IT -Stability requires a five-year contract, but offers increasing
financial incentives every year beginning with year two. The pricing structure for IT -
Stability is based on a per -ticket written/per-ticket adjudication price model. This means that for every citation issued
by the Police Department, IT -Stability would receive a fee, plus an additional fee for every citation challenged through
a future adjudication program. Essentially, the cost of using IT -Stability increases as officers" output increases.
Representatives from IT -Stability offered to assist with implementing a service fee to all citizens utilizing the
adjudication platform of DACRA Tick -It, thereby passing on the costs of adjudication to the users of that service.
Another concern with IT-Stabty.'s software is the fact that their platform is entirely designed and executed within the
Microsoft Access software. The instabty of this design, the denigrated security associated with government use
through this platform, and the combination of cloud -legacy software integration creates the increased potential for
integration failure in the future.
IT -Stability is not currently CJIS compliant. Company representatives advised staff that they are working towards
receiving CJIS compliance. DACRA Tick -It is currently used by the Elgin, South Elgin, Pekin and Hanover Park polict
4epartments. Feedback from agencies using the IT -Stability software has generally been good. The following is a
4
summary of DACRA Tick-It"s overall capabilities:
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Quicket Solutions
Quicket Solutionsoffers the most robust and versatile e -suite package amongst each of the vendors evaluated.
Quicket"s software application is a one-stop cloud -based software solution capable of managing e -citations (State
citations, parking citations, compliance citations, and Local Ordinance citations), pedestrian and traffic stop data
reporting to the Illinois Department of Transportation, electronic crash completion and data reporting to IDOT, citizen
online reporting, payment processing (including a comprehensive finance component), and an adjudication platform
for the future. Additionally, Quicket will design an overnight parking module for the Police Department. Quicket is
approved for use by Cook County, and will cover any data integration fees associated with its use. Quicket offers a
month-to-month service model, with the option to opt -out at any time without penalty. There are no fees for Quicket
to interface with a third -party CAD/RMS vendor. Quicket is CJIS compliant, going so far as to vet their software
through the FBI to ensure that it exceeds the CJIS standards. Quicket is the only vendor that has a direct interface
with the Illinois State Police LEADS system. Allowing information from driver"s license records to auto -populate in the
citations and traffic crash reports.
RECOMMENDATION
Departments that currently use Quicket Solutions include the Northlake, Buffalo
Grove, Fox Lake, Mundelein, Round Lake, Lake Forest, and North Chicago,
Berwyn, and Lemont police departments. The Village's command staff visited
the Lemont and Northlake agencies (Cook County), and can confirm that neither
Department has had any issues integrating their data with the Cook County
Court Circuit Clerk"s office or IDOT; comments from the Northlake Police
Department consistently referenced Quicket"s ability to meet their specific needs
by customizing the software as needed and responding relatively quickly to
customer requests. The following is a summary of Quicket"s overall capabilities:
QLJcke"�.."
E -Citation (Y -Tickets)
Yes
P/C/LO Tickets
Yes
Traffic Stop Reports
Yes
Pedestrian Stop Reports
Yes
E -Crash
Yes
Citizen Online Reporting
Yes
Payment Processing
Yes
Future Adjudication
Yes
Based on overall capabilities, Quicket is truly unique in that it provides a single end-to-end platform, including
mobile data capture, record management, financial management, payment processing, document automation, and
more, which therefore makes the system uniquely capable of driving significant gains in efficiencies and data accurac
for the entire Village of Mount Prospect. Quicket will seamlessly connect the police officers, police records, finance
staff, and customers. Alternative vendors provide incomplete solutions and have many significant hidden costs
associated with i nteg ration s/custom ization.
As a result, it is the Police Department, Finance and IT recommendation that the Village Board accept the proposal
from Quicket to provide an e -citation suite. Quicket offers the most stable product, is the only program that meets
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every one of the specific needs, and provides a single easy-to-use cloud -based software platform that is CJIS
compliant and guaranteed to interface with both the Clerk of the Circuit Court of Cook County and IDOT.
When compared to the other alternatives, the cost for Quicket is competitive and all-inclusive. The one-time hardwarc
costs to implement Quicket would be $24,658.00 (Printers/Tablets). Thereafter, the yearly costs associated with thc
program would be $53,940 each year, a figure has already been allocated in the 2018 fiscal budget; no new funds art
needed to acquire and maintain this software. Staff's analysis finds that Quicket would best meet (and exceed) thc
Village"s Strategic Plan goal of Governance in providing exceptional and responsive service to residents and
customers.
Alternatives
1. Accept the proposal from Quicket Solution to purchase the billing solution and e -citation software package at a cost
not to exceed $78,598.00.
2. Action at discretion of Village Board.
Staff Recommendation
Staff recommends accepting the proposal from Quicket Solution to purchase the billing solution and e -citation
software package at a cost not to exceed $78,598.00.
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Administrative Content
If there is a question about the $53k needed each year (what is this for? Software updates/registration?) then we
should be prepared to cite the man hours this software would save. - NB
Executive Content
All items under Consent Agenda are considered routine by the Village Board and will be enacted by one motion. There
will be no separate discussion of those items unless a Board member or member from the audience so requests, in
which the item will be removed from the Consent Agenda and considered in its sequence on the agenda.
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QUICKET SOLUTIONS, INC.
STATEMENT OF WORK
MOUNT PROSPECT, IL
August 14, 2018
STATEMENT OF WORK
Table of Contents
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a. BACKGROUND..................................................................................................................................................................
5
b. TECHNICAL REQUIREMENTS...................................................................................................................................5
4. SPECIFICATIONS FOR QUICKET SOLUTIONS' SERVICES..................................................................................5
a. E -CITATION MOBILE SOFTWARE.................................................................................................................................5
b. CRASH REPORT MOBILE SOFTWARE.....................................................................................................................
6
e. QUICKET CLOUD INFRASTRUCTURE..........................................................................................................................6
f. QUICKET WEB APPLICATION........................................................................................................................................7
g. SYSTEM MANAGEMENT............................................................................................................................................
9
h. OPERATIONS AND MAINTENANCE SUPPORT....................................................................................................10
5. TRAINING & IMPLEMENTATION............................................................................................................................10
6. INSPECTION AND ACCEPTANCE............................................................................................................................10
a. PLACE OF INSPECTION AND ACCEPTANCE............................................................................................................10
b. SCOPE OF INSPECTION.............................................................................................................................................10
C. BASIS OF ACCEPTANCE................................................................................................................................................11
d. INITIAL DELIVERABLES...........................................................................................................................................11
e. WRITTEN ACCEPTANCElREJECTION BY THE GOVERNMENT............................................................................11
f. PLACE OF PERFORMANCE...........................................................................................................................................11
g. TASK ORDER SCHEDULE AND MILESTONE DATES.........................................................................................11
h. NOTICE REGARDING LATE DELIVERY................................................................................................................12
i. WRITTEN DELIVERABLES............................................................................................................................................12
7. DATA RIGHTS..............................................................................................................................................................12
2
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Project Name & ID: Mount Prospect, IL
This Quicket Solutions, Inc. ("QUICKET") Statement of Work ("SOW") describes the services,
equipment and software (separately or together, as required, the "Work") to be provided to the Village
of Mount Prospect, IL ("CLIENT") for the installation, implementation, deployment and operation of
the Quicket Solutions software subscription service and solution (the "Quicket Solutions Software and
Services"), and is entered into by the parties in connection with and pursuant to the Quicket Solutions
Master Software and Service Agreement ("MSSA") entered into contemporaneously with this SOW. In
case of any conflicts between the terms of this SOW and the MSSA, the MSSA shall control unless
expressly stated otherwise in this SOW. All capitalized terms not otherwise defined herein shall have
the meanings given to them in the MSSA.
1. APPLICABLE REFERENCES
In the performance of the tasks associated with this SOW, QUICKET, as applicable, shall consider,
coordinate the Work or comply with the following:
1. Criminal Justice Information Services (CJIS) Security Policy, Version 5.5, June 2016
2. SUPPLIES OR SERVICES AND PRICES
a. GENERAL DESCRIPTION
QUICKET shall furnish the Quicket Solutions Software and Services, as defined in the MSSA and
which comprises a comprehensive solution, including all materials, tools, equipment, expertise, and
labor to perform the work required by the City's solicitation document and awarded on the pricing and
for the Term as set forth and defined herein.
The Work shall be performed in accordance with the specifications set forth in this SOW and in the
MSSA.
b. PERIOD OF PERFORMANCE
The base period of performance shall commence upon the earlier of the completion of the Work under
the SOW or the delivery of the Quicket Solutions Software and Services and the Equipment under the
MSSA to 12:01 am local time on the fifth anniversary thereafter (the initial "Term" under the MSSA
and this SOW), and shall include the following (the quantities of which may be amended from time to
time, as the parties may agree at the same pricing indicated below):
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G`OI`('HA"'N TIAL
eCitatiion Software
29
$115.00
$3,335.00
Windows. .based dsI],kafic.l o �ARlh d1 Aa 'li,,an 'Fey & locall citafic,n
$6,000
(Due at initiation of training)
d„ JhRst'p:DCb"€9zkik1kw
$540
Incentive Discount for Upfront Payment
eCrasfr Software
29
$20.00
$580.00
Windows, s, Art6641, and web -based 00 � + ei1" fied vAtware
Traffic Stops and Pedestrian Stop Data Sheet wl Receipt
29
$10.00
$290.00
I..11.,DV-✓ orU' pli aY4t nY-po lln9l',�' with ¢;GIoY.. vaHc1 4tY4 x -i and aan.NtdK;p n fic corI"IpiliV' g
of d, -r laa for IIDOf
Qulicket Cloud Infrastructure
29
$9000
$2,6111.00
H. all liumme dl,D ti [m nsf r E mmix., lb le arjp H tia[bn to (-)ua a.,lsa t f;lIOLVJ:
Cloud Sau ive
LEADS Sewer
.. ad°YUd Data Slora gia
Maintenance and Support (eCitat¢on)
29
$10.00
$290.00
,,flntena it 4., ujpl P'ades, and on-going s ulal.paxI. fi)Vtl (,nLaYt; oi. II IIle,:,yaid9'➢c m
with tfie Qu k;:k�tal ('Ao Lpd„p,
Cook County Group Discount Incentive
29
$-910,00
$(2,610.00)
Tow Report
1
$0.00
$000
Year 1-5 Fees
PER MONTH SUBSCRIPTION:
$4,495
PER YEAR SUBSCRIPTION:
$53,940
TRAINING & IMPLEMENTATION:
$6,000
(Due at initiation of training)
4G LTE DATA FOR 3 TABLET DEVICES PER YEAR:
$540
Incentive Discount for Upfront Payment
UPFRONT PAYMENT FOR 6 MONTHS ($2500 Discount):
$51,440
(50% Due at Signing, 50% Due at Month 6)
*Quicket Solutions does not provide installation services for hardware to be "mounted" into vehicles **Any costs
levied by 3rd party providers for necessary integrations are separate and not reflected
THE AMOUNTS SET FORTH ABOVE REPRESENT THE MAXIMUM AMOUNTS OF THE
11
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CLIENT'S POTENTIAL COSTS FOR THE APPLICABLE LINE ITEM FOR THE PERIODS
DESCRIBED. QUICKET SHALL PROVIDE THE WORK AGREED TO IN THIS SOW AND IN
THE MSSA, EVEN IF THE COST TO QUICKET EXCEEDS THE AMOUNTS SET FORTH
ABOVE UNLESS CLIENT INCREASES THE QUANTITIES OF EQUIPMENT OR REQUESTS
ADDITIONAL SERVICES NOT ALREADY AGREED TO BETWEEN THE PARTIES. IN THE
EVENT CLIENT ORDERS ADDITIONAL ITEMS IDENTIFIED IN THE TABLE ABOVE
DURING THE TERM, SUCH ITEMS SHALL BE PROVIDED TO CLIENT AT THE PRICE SET
FORTH IN THE TABLE.
3. DESCRIPTION
a. BACKGROUND
QUICKET provides the Quicket Solutions Software and Services, an agency -wide
electronic eCitation and report life -cycle management service solution for access by all
authorized users, as determined by the CLIENT. QUICKET provides a complete solution
(all necessary equipment, software, middleware, connectivity, and technical support) to
collect, store, and transmit electronic citations and other similar reports and files.
b. TECHNICAL REQUIREMENTS
QUICKET shall provide a flexible, scalable, and configurable solution, including all
necessary equipment as outlined in the MSSA and SOW, software, middleware, and technical
support. The solution shall serve as a method and system to issue and manage eCitations and
e -reports.
The CLIENT buildings currently have (or will have prior to implantation of the Quicket
Solutions Software and Services) the following technology:
• Desktop or laptop computers owned or operated by and accessible within or without
(e.g., by VPN) the CLIENT police station;
• A high-speed internet connection for CLIENT desktop computers.
• 4G LTE high-speed internet connection for CLIENT laptop computers.
• The latest version, at the time this SOW is dated, of Google Chrome or Mozilla Firefox
web -browsing application installed on CLIENT desktop or laptop computers.
4. SPECIFICATIONS FOR QUICKET SOLUTIONS' SERVICES
a. E -CITATION MOBILE SOFTWARE
The Quicket Solutions Software and Services shall include an application capable of producing
e -Citations on each device licensed to use Quicket software utilizing the Microsoft Windows
operating system.
The Quicket Solutions Software and Services e -Citation software shall contain the following
features:
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• Cook County certified e -citation system
• Customized Local Ordinance e -citation system
• Written Warning e -citation system
• Traffic Stop Data Sheet (IDOT compliant)
• Pedestrian Stop Data Sheet (IDOT compliant)
• Pedestrian Stop Receipt (IDOT compliant)
• Tow Report
• Integration with the Law Enforcement Agencies Data System (LEADS)
• Printing capability via Zebra ZQ 520
• Data transmission in real-time to QUICKET CLOUD STORAGE & COMPUTE
INFRASTRUCTURE and county courthouse record management system
b. CRASH REPORT MOBILE SOFTWARE
The Quicket Solutions Software and Services shall include a mobile application capable of
producing motor vehicle crash reports on each device licensed to use Quicket software utilizing
the Microsoft Windows operating system. QUICKET shall maintain compliance with the
applicable Illinois Department of Transportation (IDOT) rules pertaining to crash reporting. The
software and equipment shall have the capability of sending the complete crash report to the
IDOT record management system and simultaneously to the QUICKET CLOUD STORAGE &
COMPUTE INFRASTRUCURE. Within the System Administrator Interface, supervisors will
be able to review reports before reports are sent to IDOT.
e. QUICKET CLOUD INFRASTRUCTURE
As a component of the Quicket Solutions Software and Services, QUICKET shall supply
CLOUD INFRASTRUCTURE that shall maintain all eCitation, e -crash, and other relevant
information entered into the QUICKET system. The CLOUD INFRASTRUCTURE further
handles computational and storage requirements for LEADS transaction processing, data
analytics/insight, finance portal, and public payment portal.
The CLOUD INFRASTRUCTURE shall have the following data capacity limits for CLIENT
when using the Quicket Solutions Software and Services:
• 10 GB Structured Data: Includes citation, crash report, and text data
• 20 GB Unstructured Data: Includes "Big data" such as audio, photos, video
Additional storage for both structured and unstructured data may be purchased by CLIENT at
the rate of $8.00 per GB per month. Quicket will notify CLIENT when either Structured or
Unstructured Capacity reaches 1 GB less than the allotted data capacity and again when such
data capacity is reached. Quicket will provide usage information above the allotted amounts on
each monthly billing statement. CLIENT shall have unlimited access to its Data.
The CLOUD INFRASTRUCTURE shall be located at all times in a facility deemed compliant
in accordance with the Federal Bureau of Investigation's Criminal Justice Information Services'
latest Security Policy.
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f. QUICKET WEB APPLICATION
QUICKET shall supply an eCitation web -based RECORD MANAGEMENT SYSTEM for the
retaining of data collected as part of the eCitation software. Any data collected during the
performance period shall remain available and accessible via the RECORD MANAGEMENT
SYSTEM.
QUICKET shall supply an e -Crash web application. The e -Crash web application shall have
identical features of the CRASH REPORT MOBILE SOFTWARE with the exception of
communicating with the mobile printer to print the Driver Information Exchange. The Driver
Information Exchange may be transmitted to a desktop printer.
The software shall, in addition to the capabilities of the CRASH REPORT MOBILE
SOFTWARE, have the capability of validating and sending the complete crash report to the
IDOT record management system. Supervisors will be able to review reports before reports are
sent to IDOT. Authorized users may also amend submitted reports after submission to IDOT.
Quicket shall also provide an interface for locating necessary information for completing a
Motorist Report on its public portal. The public portal shall provide instructions on how
individuals may then successfully submit the Motorist report to IDOT.
QUICKET shall also make accessible a System Administrator Interface for authorized users via
a modern web browsing application, such as Mozilla Firefox or Google Chrome. The System
Administrator Interface is a control function that appropriately segregates administrative
functionality provided to CLIENT from general User activities within the Quicket Solutions
Software and Services. Specifically, Users designated as a system administrator will have the
ability to manage the access to and customer -accessible functionalities in the Quicket Solutions
Software and Services. A system administrator also may change the designated authorized user
list at any time. Users who are not identified as system administrators will not be permitted to
access or utilize administrator functionality, and this will also provide necessary audit and
traceability of administrative functionality. The System Administrator Interface shall contain the
following features:
• Authorized user account management: change passwords, issue new access cards,
and create/modify/delete user profiles
• Notification center: Authorized Users shall have a notification center. Features
include void ticket requests, unpaid/past-due ticket notifications, account reset
requests, e -crash report review/approval requests, and personal account notifications
• Log file: Review recent activity based on specified device or specified authorized
user
QUICKET shall further supply a custom Data, User, & Device Management Interface for Users
via a modern web browsing application, such as Mozilla Firefox or Google Chrome. The Data,
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User, & Device Management Interface are the included tools that enable a User to access, enter
and retrieve information, among other things, with the Quicket Solutions Software and Services.
Based on User access privileges (e.g., a general user vs. a system administrator), the following
features may be made available:
• Data Management
o View/Edit/Archive eCitation and e -crash reports
o Advanced search capabilities
o Advanced sorting features: sorts information into specified data tables
• e -Crash Report
o Create/View/Edit/Amend/Delete reports
o Retrieve reports
• User Management
o View/Edit personal profile: Change password, profile picture, request new access
card
• Device Management
o View last known location of device or authorized user on embedded map
o View device history and current usage
QUICKET shall further supply Payment Processing Portal & Integration to CLIENT. The
payment processing portal shall be integrated to accommodate payments accepted by a public
web portal.
A system administrator may also accept payments for e -Citations and reports via the System
Administrator Interface. A system administrator may search for the appropriate citation and
accept payment via credit card. Further, an administrator may accept payment in other forms
such as cash or check and manually update the payment status of the appropriate eCitation or
report.
When using the public web portal, a person may pay for an eCitation or pay for a copy of a crash
report. The person shall utilize a unique identification number, generated upon creation of the
eCitation or e -report, to look up the correct information affiliated with such number. The user
may also be required to provide other unique credentials for authentication purposes, such as
drivers' license number or license plate number. Once credentials have been verified, the person
may supply payment card information by typing the required information in the provided text
boxes in the payment processing portal. Once submitted, the card information shall be verified,
processed, and a confirmation message shall be returned to the webpage on the payment
processing portal.
Upon successful payment of an eCitation, citations shall be updated and marked "PAID". Upon
successful payment for a copy of a crash report, a copy will be made available by download by
the person in PDF file format.
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Funds shall be delivered to CLIENT at the end of each calendar month via automatic transfer to
the appropriate account specified by CLIENT. QUICKET shall add a convenience fee of 5.5%
to each eCitation to cover the cost of payment processing and such convenience fee is payable
and paid by the citation recipient/payer. QUICKET shall retain all convenience fees. CLIENT
shall receive the exact fine amount specified on each eCitation and shall have no responsibility
whatsoever with regard to the convenience fees. Crash reports shall have a download fee of $10
payable by the interested person. The report download fee shall be split equally between
CLIENT AND QUICKET. QUICKET shall collect all download fees and pay to CLIENT fifty
percent (50%) of the total download fees collected at the end of each calendar month via
automatic transfer to the appropriate account specified by CLIENT. The paid report by the
interested person may be downloaded as many times as desired.
The QUICKET payment processing environment shall be deemed Payment Card Industry (PCI)
compliant.
Further, QUICKET shall provide CLIENT a data analytics and insight application for analysis of
data collected and stored within the Quicket Solutions Software and Services.
• The platform shall have the following features:
o Graphical analysis of eCitation and e -crash, including bar chart and pie chart to
quantify data over specified period of time or in accordance with a specified data
category
o Cluster analysis of eCitations and e -crash, which employs clustering algorithms
to identify areas where certain data aggregates in accordance with latitude and
longitude coordinates
o Financial analysis using bar and pie charts to visualize funds collected according
to a specific category of data or over a specified period of time
g. SYSTEM MANAGEMENT
QUICKET shall be responsible for ensuring that the system maintains a functional level
of reliability and performance in accordance with the Agreement and SOW. QUICKET
shall regularly evaluate and test CLIENT'S system to ensure stability; such evaluations
shall be on-going and routine, but not less than on a quarterly basis. The evaluations
shall be completed remotely and will not disrupt or interfere with CLIENT's use of the
Quicket Solutions Software and Services or CLIENT's other regular business.
QUICKET will regularly monitor the system for security vulnerabilities and perform
additional stress testing to identify bugs and other sources of less -than optimal
performance. QUICKET shall, when necessary, provide patches/updates to software and
equipment for known bugs or vulnerabilities at no additional cost to CLIENT during the
Term.
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h. OPERATIONS AND MAINTENANCE SUPPORT
QUICKET shall be responsible for maintenance of the Quicket Solutions Software
and Services and QUICKET furnished Equipment. Furnished Equipment is specified
above.
5. TRAINING & IMPLEMENTATION
QUICKET shall provide comprehensive training sessions for all CLIENT employees
who will be designated as authorized users of QUICKET'S system. Training shall
include a comprehensive review of software and proper equipment usage. Training shall
familiarize all authorized users with all relevant features of QUICKET'S system.
Training shall be divided according to various user types. QUICKET shall further
provide CLIENT with training materials and user guides to enable authorized users to
operate the Quicket Solutions Software and Services. QUICKET's charge for any such
training shall be $6,000.00, which shall remain fixed for the first 6 (six) months of the
Agreement; and CLIENT will be permitted to have an unlimited number of personnel
(limited only by the capacity of the CLIENT facilities) attend such training. Training
shall be billed at $150.00 per hour after the 6 month period if additional training is
requested.
6. INSPECTION AND ACCEPTANCE
a. PLACE OF INSPECTION AND ACCEPTANCE
Inspection and acceptance of all Work performance, reports and other deliverables under
this SOW and the Agreement shall be performed by any of the following designated
individuals:
• CLIENT Chief of Police
b. SCOPE OF INSPECTION
All Work submitted will be inspected for content, completeness, accuracy and
conformance to the SOW requirements and Quicket Solutions Software and Services
specifications. Inspection may include validation of information or software through the
use of automated tools and/or testing of the deliverables, as specified in the SOW. The
scope and nature of this testing will be sufficiently comprehensive to ensure the
completeness, quality and adequacy of all deliverables.
If any Work is deficient in CLIENT's commercially reasonable determination,
QUICKET will bring the system up to acceptable standards at no extra cost. QUICKET
shall design, plan and deploy the system in accordance with the TECHNICAL
REQUIREMENTS set forth herein and in the Quicket Solutions Software and Services
specifications.
10
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C. BASIS OF ACCEPTANCE
The basis for inspection/acceptance shall be compliance with the requirements set forth
herein and in the Quicket Solutions Software and Services specifications. Deliverable
items rejected shall be corrected in accordance with the applicable requirements.
d. INITIAL DELIVERABLES
CLIENT will provide written acceptance, comments and/or change requests, if any,
within sixty (60) work days from receipt by CLIENT of the initial deliverable.
Upon receipt of CLIENT'S comments, QUICKET shall have sixty (60) working days to
incorporate CLIENT'S comments and/or change requests and to resubmit the deliverable
in its final form.
Compliance with, or failure to comply on the part of CLIENT with this section shall not
be used to invalidate or alter any warranty provided by Quicket.
e. WRITTEN ACCEPTANCE/REJECTION BY THE GOVERNMENT
CLIENT shall provide written notification of acceptance or rejection of all final
deliverables within sixty (60) work days. All notifications of rejection will be
accompanied with an explanation of the specific deficiencies causing the rejection.
f. PLACE OF PERFORMANCE
QUICKET will provide systems that will be used in all areas of CLIENT'S jurisdiction.
QUICKET'S primary objective is to create electronic citation solutions that can be
accessed both in field operations and at the CLIENT Police Station.
g. TASK ORDER SCHEDULE AND MILESTONE DATES
The following schedule of milestones will be used by CLIENT to monitor timely
progress under this task order. In this schedule, NLT designates "No Later Than",
"NTP" designates "Notice to Proceed", WD designates "Work Days", and PS designates
"Project Start". This schedule is required to meet mission objectives. Some items listed
above, but not specifically mentioned below will be delivered appropriately in
coordination with the planned completion dates.
11
DELIVERIES OR
PLANNED
MILESTONE
PERFORMANCE
COMPLETION
RESPONSIBILIT
DATE
Project Start (PS)
QUICKET
At SOW Execution
Phase L Planning
QUICKET/CLIENT
NLT 7 days after SOW
Execution
Phase IL Development
QUICKET
NLT 42 days after
SOW Execution
11
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Phase III: Training and Beta
QUICKET/CLIENT
NLT 60 days after
Release
SOW Execution
Phase IV: Final and Stable
QUICKET/CLIENT
NLT 67 days after
Release
SOW Execution
Initiate Maintenance and
QUICKET
NLT 67 days after
Support
SOW Execution
h. NOTICE REGARDING LATE DELIVERY
QUICKET shall notify CLIENT, as soon as it becomes apparent to QUICKET, that a
scheduled delivery will be late. QUICKET shall include in the notification the rationale
for late delivery, the expected date for the delivery, and the project impact of the late
delivery. The parties recognize and agree that this SOW represents the initial commercial
delivery of the Quicket Software and Services Solution and that late delivery or
completion of any milestone hereunder shall not be reason for termination unless
QUICKET is unable to make such delivery or reach such milestone within 30 days after
the original scheduled date.
i. WRITTEN DELIVERABLES
QUICKET'S designated Project Manager shall review, approve, and sign all draft and
final documents before delivery to CLIENT. All draft and final documents shall be
delivered electronically by a designated officer or employee of QUICKET.
7. DATA RIGHTS
Data rights in the information entered into the Quicket Solutions Software and Service are
defined under the MSSA.
[SIGNATURE PAGE FOLLOWS]
12
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The parties hereby acknowledge their agreement to the terms applicable to the Work specified in this
SOW.
QUICKET SOLUTIONS, INC.
By:
Name: Christiaan Burner
Title: CEO
MOUNT PROSPECT, IL
By: _
Name:
Title:
13
SCI I I 0 Estimate Number: 113
Mount Prospect, IL
Tim Griffin Estimate Date: August 14, 2018
tgriffin@mountprospect.org Expires On: September 14, 2018
Grand Total (USD): $24,658.00
Zebra ZQ 520
29
$570.00
$16,530.00
Thermal Printer
Zebra ZQ 520 Mounting Component
25
$18.00
$450.00
Printer Mounting Accessory
Zebra ZQ 520 Battery
29
$72.00
$2,088.00
Battery for ZQ 520 Printer
Barrel Jack Power Supply
25
$80.00
$2,000.00
DC power supply charges the printer via vehicle
power
Zebra ZQ 520 USB Cable
26
$15.00
$390.00
6' USB Cable for Printer
Zebra ZQ 520 AC Power Adapter
1
$130.00
$130.00
AC Power Adapter for Zebra ZQ520 Printer
Zebra ZQ 520 Thermal Paper
10
$108.00
$1,080.00
1 box with 36 paper rolls
Quad Charger
1
$355.00
$355.00
Quad Charger for ZQ520 Printer
Tablet Purchase
3
$545.00
$1,635.00
Google Nexus 4G LTE Tablet w/ Case
Total: $24,658.00
Grand Total (USD): $24,658.00
age .� of 2 fury Qu ole /1.� .�
QUOTE
Quicket Solutions
332 S Michigan Ave
FI 9
Chicago, Illinois 60604
United States
(630) 723-7723
www.quicketsolutions.com
Notes
*All software license fees are based on a per device charge either per month or per year as indicated.
**Quicket Solutions does not provide installation services for hardware to be mounted into vehicles.
***Any costs levied by 3rd party providers for necessary integrations are separate and not reflected.
****Quotes reflect Quicket Solutions' best current understanding of the anticipated scope of work.
'age 2 of 2 for Qu ole //..�
QUICKET SOLUTIONS, INC.
MASTER SOFTWARE AND SERVICE AGREEMENT
Quicket Solutions, Inc., a Delaware corporation having its principal business offices at 332 S Michigan Ave, FL 9, Chicago, IL 60604
(hereinafter referred to as "Quicket"), and the Village of Mount Prospect, located at 112 Northwest Hwy, Mt Prospect, IL 60056 (hereinafter
referred to as "Customer"), in consideration of the mutual obligations set forth hereinafter and intending to be legally bound, hereby agree
as follows:
1. DEFINITIONS. Unless otherwise specifically defined in
the body of this Agreement, capitalized terms used but not
otherwise defined herein shall have the meanings set forth in
Appendix 1, Definitions, attached hereto.
2. LICENSES. Subject to the terms and conditions of this
Agreement, Quicket hereby grants to Customer, and any and all
authorized Users, and Customer and its authorized Users
subscribe to and accept, a limited, non-exclusive, revocable (for
breach) and non -transferable license to access and use the
Quicket Solutions Software and Services during the Term (the
"License").
2.1 Access and Use Limitation. The Quicket Solutions
Software and Services may be accessed and used for the
benefit of Customer and its authorized Users only. Without
limitation, Customer shall not permit third parties to access or
use, the Software, Documentation or other materials related to
the Quicket Solutions Software and Services, except as may be
required by law or a court order.
2.2 User Details.
(a) Customer shall permit only its authorized
employees to register as Users and to use the Quicket Solutions
Software and Services. Customer also shall ensure that all such
Users comply with the limitations and restrictions in this
Agreement.
(b) Only the User who is registered on a given User
account may use that account to access and use the Quicket
Solutions Software and Services. Customer, in its sole
discretion, shall require Users to take appropriate steps, which
shall be no less protective than Customer's standard operating
procedures governing access to Customer's other information
technology systems, to secure their passwords and any other
access credentials provided to the User and required for access
to the Quicket Solutions Software and Services.
(c) Customer shall be responsible for all activities that
occur on any User account. Customer shall notify Quicket
promptly of any known or suspected unauthorized use of any
User account, User name, or password, and of any other known
or expected significant breach of security or confidentiality with
respect to the Quicket Solutions Software and Services or
Documentation (which shall include the loss of control of any
Equipment provided to Customer under this Agreement). For
purposes of this provision, "significant breach" shall mean
unauthorized access to and unauthorized change or download
of any data in the Quicket Solutions Software and Services.
3. DELIVERY OF SOFTWARE. Quicket shall deliver
Software within ninety (90) days after the execution of this
Agreement or on such other date as may be agreed to by the
parties. Delivery shall occur (a) by making the Software
accessible for download via an FTP site or similar mechanism, or
(b) Quicket may deliver the Software as a pre -loaded application
Page 1 of 17
on any Equipment provided to Customer under the terms of this
Agreement.
4. MAINTENANCE AND SUPPORT SERVICES;
UPDATES AND UPGRADES.
(a) Maintenance and support services are included in
the Quicket Solutions Software and Services subscription fees
and are provided in accordance with Quicket's then current
Technical Support Policy which shall be made available on the
Quicket Customer Support portal. The current version of the
Quicket Solutions Technical Support Policy is attached as
Appendix 2 (the "Support Policy"). Such Support Policy may be
amended from time to time by prior written notice (via e-mail,
support portal notifications or other available mass
communication method, as reasonably determined by Quicket)
provided that the Support Policy will not be amended or revised in
any manner that results in any material diminution of any
maintenance orsupport during the Term.
(b) Quicket will provide Updates and Upgrades to the
Quicket Solutions Software and Services, if and when they are
developed, tested and ready for delivery. Updates and
Upgrades will be provided without additional charge to the
Customer.
(c) Maintenance, repair and warranty service
obligations and procedures pertaining to Equipment are set
forth on Appendix 4.
(d) Notwithstanding anything to the contrary set forth
in this Agreement, Updates and Upgrades do not, and shall not
be deemed to include the provision of additional services,
programs, modules or other expansion of services beyond
those to which the Customer has subscribed. Any additional
services, programs, modules or other expansion of services
shall be included under this Agreement upon execution by the
parties of an amendment in accordance with Section 12.4
below.
5. PROFESSIONAL SERVICES. Quicket shall supply
Professional Services, as specified in a Schedule and/or a
statement of work ("SOW"). The terms for the provision of
Professional Services (if applicable) are outlined in Appendix 3.
Quicket may subcontract Professional Services to third parties,
with prior written notice to and the written consent of Customer,
provided that Quicket shall remain solely and exclusively
responsible forall performance ofthe Professional Services under
this Agreement and shall be solely and exclusively responsible for
all acts and omissions of such subcontractors. Quicketwill ensure
that all Quicket employees and all subcontractors providing
Professional Serviceswill complywith all applicable federal, state
and local laws.
6. EQUIPMENT LEASE. Quicket may supply equipment,
including but not limited to tablet computers, communication
devices, printers, supplies and other accessories (the
"Equipment", as defined on Appendix 1) to Customer for use with
the Quicket Solution Software and Services. Unless otherwise
agreed by the parties, the Equipment shall be leased to Customer
under the terms and conditions set forth in the Leased Equipment
Addendum attached hereto at Appendix 4.
FEES, BILLING AND PAYMENT.
(a) Customer shall pay Quicket the license, subscription and
service fees specified in a purchase order. Customer shall also
pay any expenses, as reasonably incurred and approved by
Customer in connection with the applicable purchase order.
Quicket will include receipts and other reasonable evidence of
such expenses incurred with its invoice, and such invoices will
be issued to Customer in the course of Quicket's routine
monthly billing cycles. Subscription fees for the Quicket
Solutions Software and Services and Equipment Lease fees will
be invoiced on a monthly basis, and Customerwill pay such fees
in accord with the Prompt Pay Act, but in any event no later than
thirty (30) days of invoice date.
(b) During the Term, Customer may increase or reduce the
quantity of the Quicket Software and Services or Equipment.
Customer shall provide written notice of the quantities of Quicket
Software and Services or Equipment to be added or removed
from the Agreement. Quicket will deliver the additional Quicket
Software and Services or Equipment within a commercially
reasonable time after receipt of the notice, if immediate delivery
is requested, or on a specific delivery date agreed to by the
parties. Reductions in quantities shall be permitted four times
per year at the end of each calendar quarter. Changes to fees
and billing required under this Section 7(c) shall occur on the
next regular billing cycle after the additional Quicket Software
and Services or Equipment are provided or after the reduction
occurs.
8. OWNERSHIP AND CONFIDENTIALITY.
8.1 Quicket Ownership. Ownership of the Equipment,
the Quicket Solutions Software and Services (excluding
Customer Data), any Quicket-developed Documentation (in
whole or in part), and all related Intellectual Property Rights, are
the exclusive property of Quicket and its licensors. Quicket
reserves all rights not expressly granted to Customer in this
Agreement. There are no implied rights. Except as
contemplated under this Agreement, Customer shall not (i) use,
disclose or provide any Software or related Quicket
Documentation (or any modifications or derivatives thereof) or any
other confidential or non-public information related to Quicket's
products or business, to any other party, except as permitted
under this Agreement or any supporting documentation, (ii)
attempt to or knowingly permit or encourage others to attempt to
alter, reverse engineer, disassemble, decompile, decipher or
otherwise decrypt or discover the source code to the Software
except permissible by applicable law despite such prohibition, or
(iii) use the Quicket Solutions Software and Services for the
benefit of any third party without the express prior written consent
of Quicket. Customer shall take all reasonable precautions to
prevent unauthorized or improper use or disclosure of the
Software by Customer, authorized Users to whom it makes the
Software available, and shall not reproduce on any copies of
Software, and not cause or direct the removal of any titles,
trademarks, copyright and other proprietary or restrictive legends
or notices.
8.2 Customer Ownership. As between Quicket and Customer,
all devices (other than Equipment), Customer and other data
Page 2 of 17
submitted to the Quicket Solutions Software and Services by
Customer ("Customer Data") in the course of using the Quicket
Solutions Software and Services, is owned by Customer and shall
be considered by Quicket as Customer's Confidential Information,
together with any related documentation, copies, modifications
and derivatives of the foregoing and all related Intellectual
Property rights in the foregoing. Unless it receives Customer's
prior written consent, Quicket will not access or use any
Customer Data other than as necessary to accomplish the
services to be provided by Quicket. There are no implied rights.
Quicket shall not (i) use, disclose or provide to any other person
any Customer Data or other related Customer documentation (or
any modifications or derivatives thereof) or any other confidential
or non-public information related to Customer or Customer's
activities, (ii) attempt to or knowingly permit others to attempt to
alter, reverse engineer, disassemble, decompile, decipher or
otherwise decrypt or discover Customer Data or any Customer
Confidential Information, or (iii) modify any Customer Data without
prior express written consent from Customer. Quicket shall take
all commercially reasonable precautions to prevent unauthorized
or improper use or disclosure of the Customer Data by Quicket or
its employees.
8.3 Confidentiality.
(a) "Confidential Information" means non-
public information marked "confidential" or "proprietary", or that
otherwise should be understood by a reasonable person to be
confidential in nature, provided by a party or on its behalf to the
other party to this Agreement. All terms of this Agreement,
including but not limited to fees and expenses, are considered
Confidential Information of both parties however, Customershall
not be restricted from including payment amounts to Quicket in
a publicly disclosed document. Customer Confidential
Information includes, but is not limited to, all Customer Data and
other related Customer documentation (or any modifications or
derivatives thereof) and any other confidential or non-public
information related to Customer's activities. Quicket Confidential
Information includes, but is not limited to, the Software, Quicket-
owned Professional Services Deliverables, financial information,
product features, product roadmap and other non-public
information regarding Quicket's business and products.
Confidential Information does not include any information which
is or becomes publicly available through no fault of the receiving
party; is independently developed by the receiving party without
use of the disclosing party's confidential and/or non-public
information; or is rightfully obtained without restriction on
disclosure through a chain of parties not originating in the breach
of any obligation to the disclosing party.
(b) Each party agrees to: (i) use Confidential
Information of the other party only as permitted under this
Agreement or as requested or directed by a party to this
Agreement and (ii) protect the Confidential Information using
reasonable measures commensurate with those that the
receiving party employs for the protection of corresponding
sensitive information of its own, but in any event no less than
reasonable care. Without the other party's prior written consent,
each party may disclose Confidential Information to (A) its
employees who reasonably require access to such Confidential
Information in connection with the applicable party's
performance or observance of, or exercise of its rights under,
this Agreement, (B) in the case of Quicket as the receiving party,
on a need to know basis to permitted subcontractors who are
bound by confidentiality obligations substantially similar to those
set forth in this Agreement, (C) in the case of Customer, on a
need to know basis to its third party contractors who are bound
by confidentiality obligations substantially similar to those set
forth in this Agreement, and (D) on a need to know basis to
attorneys, accountants or other professional advisors who are
bound by an ethical duty of confidentiality; (E) or as otherwise
required by applicable law or a court order..
(c) Each party agrees that in the event the other
party's Confidential Information is inadvertently disclosed or is
compromised, the disclosing party will immediately report the
same to the non -disclosing party and work with the non -
disclosing party to take any reasonably required steps to
mitigate any damage caused by the same.
(d) Notwithstanding any provision of this
Agreement to the contrary, any portion of this Agreement
required to be made public or available to the public under any
applicable law shall be excepted from the definition of
Confidential Information.
(e) If a receiving party is required by applicable
law, statute, or regulation, subpoena, or court order, to disclose
any Confidential Information belonging to the disclosing party,
the receiving party shall give to the disclosing party prompt
written notice of the request and a reasonable opportunity to
object to such disclosure and seek a protective order or
appropriate remedy. If, in the absence of a protective order, the
receiving party is required to disclose such Confidential
Information, it may disclose only that portion of the Confidential
Information the receiving party is so compelled.
(f) Receiving party acknowledges that the
disclosing party's Confidential Information constitutes valuable
proprietary information and/or trade secrets and that release of
such Confidential Information in violation of this Agreement may
cause irreparable harm for which the disclosing party may not
be fully or adequately compensated by recovery of monetary
damages. Accordingly, in the event of any violation or
threatened violation by the receiving party, the disclosing party
shall be entitled to injunctive relief from a court of competent
jurisdiction in addition to any other remedy that may be available
at law or in equity, without the necessity of posting bond or
proving actual damages.
8.4 Data Sharing. In the event that any customers of Quicket
determine that sharing of the customers' respective Confidential
Information or data is likely to be of mutual benefit to the
customers and the sharing of information and data can be
effected or facilitated through the Quicket Solutions Software
and Services without a violation of applicable law, such
customers and Quicket may enter into a form of mutually
acceptable Data Sharing and Non -Disclosure Agreement
providing for the transfer of such information and data between
or among such customers and authorizing Quicket to (i) facilitate
such transfer, (ii) grant appropriate access to representatives of
each customer to the Confidential Information and data of the
other pursuant to the terms of the Data Sharing and Non -
Disclosure Agreement, and (iii) such other acts as may be
reasonably required on the part of Quicket to implement and
manage such arrangement, including any fees and expenses
associated with such Data Sharing and Non -Disclosure
Agreement.
Page 3 of 17
9. WARRANTY; INDEMNITY; DISCLAIMERS.
9.1 Software and Services Performance Warranty.
Quicket warrants that for a period of one year following the
delivery of the Quicket Solutions Software (the "Warranty
Period"), the Software and the Quicket Solutions Software and
Services will perform in material conformity with all applicable
end user Documentation supplied by Quicket; provided, that the
Software and the Quicket Solutions Software and Services are
operated in accordance with the Documentation and that
Quicket receives a written claim from Customer under this
limited warranty within the Warranty Period ("Warranty"). In the
event of a breach of this Warranty, at Quicket's election, it shall,
at no additional cost to the Customer: (a) replace or repair the
affected Quicket Solutions Software and Services so it performs
as warranted or, (b) if Quicket is not able to, or determines it is
not commercially feasible to repair or replace the same within a
reasonable period of time, terminate the License and Quicket
Solutions Software and Services and credit or (at Customer's
option) refund to Customer the unused, prepaid Quicket Solutions
Software and Services subscription fees paid hereunder on a pro-
rated basis based on the remaining period in the Term. This
Warranty does not apply if Customer or any third party changes
or modifies the Software without the written authorization of
Quicket or if the defect is caused by use of the Software with
third party software or hardware not supplied, supported,
recommended or approved by Quicket for use with the
Software. Customer will have access to all Documentation
related to the Quicket Solutions Software and Services as set
forth in the purchase order. The Documentation will describe
the functionality and capabilities of the Quicket Solutions
Software and Services including without limitation material
information required for installation, implementation and support
of the same.
9.2 Service Level Agreement. During the Term, the Quicket
Solutions Software and Services shall be available for use in
accordance with the Service Level Agreement ("SLA"), at
Appendix 5 attached hereto.
9.3 Professional Services Performance Warranty. Quicket
further warrants that Professional Services supplied hereunder,
or under any future SOW or Schedule, shall be supplied in a
professional and workman -like manner consistent with general
industry standards reasonably applicable to the Professional
Services to be provided. All personnel performing Professional
Services under this Agreement or any subsequent agreement
will be sufficiently trained and knowledgeable to perform the
services required, and shall meet any and all requirements
necessary to perform Professional Services that are to be
provided by Quicket to the Customer.
9.4 Title Warranty and Indemnity from Quicket. Quicket
represents and warrants that it has full legal power and authority
to grant the License, provide the Quicket Solutions Software and
Services, and (if applicable) the Professional Services
Deliverables under this Agreement and any subsequent
agreement to the Customer. If a claim is made or an action
brought that the Professional Services Deliverables, Software or
the Quicket Solutions Software and Services (or any component
thereof) infringes a third party Intellectual Property Right, then
Quicket will defend Customer from, and indemnify and hold
harmless Customer against, such claim and any resulting costs,
damages and attorneys' fees arising out of or incurred as a result
of such claim, togetherwith all amounts finally awarded or agreed
to in settlement, provided that (i) Customer promptly notifies
Quicket in writing of the claim, and (ii) Quicket has sole control of
the defense and all related settlement negotiations, and further
provided that no settlement of a claim binding Customer will be
entered into without the consent of Customer; and (iii) Customer
reasonably cooperates in any investigation, defense or settlement
of such claim or action. The Customer may participate (at its own
expense, except as described above) in any investigation,
defense or settlement of such claim or action. Quicket's
obligations under this Section are conditioned on Customer's
agreement that if the Software, or the use or operation thereof or
of the Quicket Solutions Software and Services, becomes, or in
Quicket's opinion is likely to become, the subject of such a claim,
Quicket may at its expense, , either procure the right for Customer
to continue using the Software, Professional Services
Deliverables or the Quicket Solutions Service (as the case may
be) or, at Quicket's option, replace or modify the same so that it
becomes non -infringing (provided such replacement or
modification does not materially adversely affect Customer's
intended use of the Professional Services Deliverables, Software
or the Quicket Solutions Service as contemplated hereunder). If
Quicket determines that neither of the foregoing alternatives are
commercially feasible, Quicket may terminate the Quicket
Solutions Service and the License as applicable and, in such
case, Customer will return any Software and Equipment in its
possession or control upon written request by Quicket and
Quicket will credit or (at Customer's option) refund the Customer
any unearned, prepaid fees for the Quicket Solutions Software
and Services. Quicket's obligation to indemnify and hold harmless
Customer underthis provision shall expire on the fifth anniversary
of the termination or expiration of this Agreement. Quicket shall
have no liability for any claim based upon (a) use of the Software
or service other than as expressly authorized by this Agreement
or any subsequent agreement or as contemplated by the
Documentation, (b) the combination, operation or use of any
Software with materials not supplied by Quicket or authorized for
use by Quicket, or not otherwise contemplated by this Agreement
or the Documentation, if such claim would have been avoided by
use of the Software alone. THE FOREGOING STATES THE
SOLE REMEDY OF CUSTOMER AND THE ENTIRE
OBLIGATION OF QUICKET WITH RESPECT TO ANY CLAIM
OF INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL
PROPERTY RIGHTS.
9.5 Intentionally Omitted.
9.6 Indemnity from Customer. To the extent not prohibited
by applicable law, if a third party claim is made against Quicket or
any of its affiliates or their respective contractors or personnel (for
purposes of this Section 9.6, collectively "Quicket") that relates to
or arises out of: (i) Customer's negligent actions or omissions (ii)
breaches ofthis Agreement (iii) violations of applicable law; or (iv)
Customer Data Customer will indemnify Quicket and hold it
harmless against such claim and resulting costs, damages and
attorneys' fees finally awarded or agreed to in settlement,
provided that (i) Quicket promptly notifies Customer in writing of
the claim, and (ii) Customer has sole control of the defense and
all related settlement negotiations, and further provided that no
settlement of a claim binding Quicket will be entered into without
the consent of Quicket, and (iii) Quicket reasonably cooperates at
its own expense in any investigation, defense or settlement of
such claim or action. Quicket may participate (at its own expense,
except as described above) in any investigation, defense or
settlement of such claim or action.
9.7 Data Security and Privacy.
Page 4 of 17
(a) Unless it receives Customer's express written
consent, Quicketwill not give any third party access to Customer
Data other than as required to accomplish the terms of this
Agreement, as required by law, or as instructed by Customer in
writing. Quicket shall (i) institute and comply with industry -
standard practices for systems security which are reasonably
sufficient to protect Customer Data from improper access, loss,
alteration or destruction, and (ii) access Customer's computer
systems, if access is provided, only for the limited purpose of,
and only for that period of time necessary for, fulfilling its
obligations hereunder. Quicket shall maintain (a) a current
detailed disaster recovery and business continuity plan and (b)
written information security plan, which shall be provided to the
Customer prior to the execution of this Agreement; and Quicket
shall review and update or otherwise modify as industry -
standard practices require such plans not less than once a
calendar year during the Term. All updates or modifications to
the aforementioned plans shall be provided to the Customer
within seven (7) days of Quicket's adoption of a final revision,
amendment or restatement of such plan. In compliance with
applicable law, but in no less than a commercially reasonable
time in accordance with the circumstances, Quicket shall
promptly inform Customer whenever it knows or reasonably
believes a security breach has compromised, or is likely to
compromise, Customer Data and will cooperate with Customer
in investigating such breach, including making available all
relevant records, logs, and files as reasonably requested by
Customer. In the event of any actual breach of data security and
unauthorized access to Customer Data, Quicket shall: (i)
immediately notify Customer within twenty-four (24) hours of the
identification of the breach of data security and (ii) provide a
Quicket point of contact, available to Customer by telephone,
text oremail, with a response time of not more than two (2) hours
after delivery of the notice, until such time as the root cause of
the data security breach is identified and the vulnerability fixed.
All reasonable costs of providing notice to potentially affected
persons pertaining to the breach shall be paid for by the party
responsible for the vulnerability leading to the breach or
otherwise at fault for the breach. The parties shall consult and
mutually agree to the list of affected persons and content of any
such notices to be delivered to such affected persons; provided,
that, if the parties are unable to agree to the content of any
notice within a reasonable time after the notice of breach,
Customer may determine, in its sole discretion, the list of
persons to whom notice is to be sent and the content of such
notices. The costs of any remediation and repair to the data
security systems and procedures of either Quicket or Customer
shall be paid by the party at fault for the root cause of the data
security breach. Customers of the Quicket Solutions Software
and Services, including Customer, are responsible for ensuring
that the nature of the data collected, transmitted through and/or
stored in the Quicket Solutions Software and Services and
Customer's use thereof shall comply with applicable laws. The
parties acknowledge that Customer is solely responsible for
populating and entering all Customer Data in the Quicket
Solutions Software and Services and Quicket has no control
over the integrity of the data collected and input through
Customer's use of the Quicket Solutions Software and Services.
Customer shall have access to the Quicket Solutions Software
and Services in order to store, retrieve or export Customer Data;
and upon any termination or expiration of this Agreement,
Customer shall be entitled to the Customer Data Access Period
for the purpose of allowing Customer to complete a final export
of the Customer Data, and thereafter Quicket shall destroy all
electronic copies of Customer Data remaining in Quicket's
possession, custody or control and purge any media that
previously housed the Customer Data. During the Term of this
Agreement and the Customer Data Access Period, Customer
will have access to Customer Data within the Quicket Solutions
Software and Services and will have the ability to download its
Customer Data at any time as part of the Quicket Solutions
Software and Services functionality. Quicket represents and
warrants that its collection, access, use, storage, disposal and
disclosure of Confidential Information does and will comply with
all applicable federal, state and local privacy and data protection
laws, as well as all other applicable regulations and directives.
(b) Quicket shall host the Quicket Solutions
Software and Services at a facility that meets the standards of
ISO270001 and is certified at least to SAS70 and/or SSAE16
standards, or a substantially similar successor standard, and will
have industry standard physical, technical and administrative
data security infrastructures in place, and be CJIS approved and
compliant. Quicket currently uses Amazon Government Cloud
for its third party hosting subcontractor and will not make any
changes to a third party hosting subcontractor arrangement that
decreases security infrastructure from that in place as of the
date of this Agreement. Quicket Solutions Software and
Services are intended only for use in the United States, and
Quicket does not warrant or represent that the Quicket Solutions
Software and Services are or will become EU Safe Harbor
Certified. In the event Quicket is unable to meet the standards
or procure the certifications set forth in this Section 9.7(b), then
such event shall be deemed a material breach, and Customer
may terminate this Agreement in accordance with its terms.
(c) Transmission of Customer Data through the
Quicket Solutions Software and Services shall utilize industry
standard and the Federal Bureau of Investigation Criminal
Justice Information Services Division certified encryption
techniques. In the event Quicket processes or accepts third
party payments made to or for the benefit of Customer, Quicket
shall meet or exceed all applicable Payment Card Industry
("PCI") standards and maintain PCI certification of its payment
application, platform or portal.
(d) If a third party claim or action is brought against
Customer as a result of any security breach that results in misuse
or improper access to any Customer Data due to Quicket's or its
applicable vendor(s) acts or omissions, Quicket will defend,
indemnify and hold harmless Customer and against such third
party claim and any resulting costs, damages and attorneys' fees
arising out of or reasonably incurred as a result of such claim,
together with all amounts finally awarded or agreed to in
settlement as a result of such claim, provided that (i) Customer
promptly notifies Quicket in writing of the claim, and (ii) Quicket
has sole control of the defense and all related settlement
negotiations, provided that no settlement of a claim binding
Customerwill be entered into without the consent of Customer as
applicable and provided that Customer may participate in the
defense and settlement of any such claim at its own cost; (iii)
Customer reasonably cooperates in any investigation, defense or
settlement of such claim or action. Quicket shall procure
insurance coverage for any claims made by third parties as
described in the Section 9.7(c), and Quicket shall provide an
endorsement to such insurance policy which names Customer as
an additional insured. Such insurance coverage shall be primary
and non-contributory as to all other Customer's insurance.
9.8 Viruses and Disabling Code. Quicket shall use
commercially reasonable efforts to ensure that Software is
Page 5 of 17
scanned prior to delivery to Customer, using industry standard
commercially available scanning software, in order to ensure
that there are no known computer viruses, malware, or similar
malicious code or items in the Software on delivery to Customer.
The Quicket Solutions Software and Services, upon delivery, (i)
will not contain any back doors, trap doors, worms, or any other
disabling devices designed to interfere with Customer's normal
and permitted operation of the Quicket Solutions Software and
Services, and (ii) will not permit the access or control of any
Customer hardware, network, software or device by any party
other than Customer, except as contemplated in the
Documentation.
10. LIMITATION OF LIABILITY.
10.1 Damages Cap. Except with respect to Quicket's and
Customer's indemnification obligations under Sections 9.4 and
9.6 and 9.7(d): each party's confidentiality obligations under
Section 8.3; or each party's gross negligence or willful
misconduct, and except as set forth in Sections 9.2 and 9.3, and
regardless of the form of action (whether in contract, tort, breach
of warranty or otherwise) and notwithstanding any other
provisions of this Agreement: IN NO EVENT SHALL QUICKET'S
(OR ITS LICENSORS' OR SUPPLIERS') OR CUSTOMER'S
MAXIMUM, CUMULATIVE LIABILITY FOR ALL DAMAGES
HEREUNDER EXCEED THE TOTAL AMOUNT OF FEES PAID
(AND IN CUSTOMER'S CASE PAID OR PAYABLE)
HEREUNDER IN THE TWELVE MONTH PERIOD
IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO
DAMAGES FOR THE PRODUCT OR SERVICE THAT CAUSED
THE DAMAGE.
10.2 Consequential Damages. IN NO EVENT SHALL
QUICKET (OR ANY OF ITS LICENSORS OR SUPPLIERS) OR
CUSTOMER BE LIABLE FOR INCIDENTAL,
CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL OR
INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO
LOST PROFITS AND LOSS, DAMAGE OR DESTRUCTION OF
DATA) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF THE SAME AND EVEN IF A PARTY
ASSERTS OR ESTABLISHES A FAILURE OF THE ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY PROVIDED IN THIS
AGREEMENT. Some states do not allow the exclusion or
limitation of incidental or consequential damages under certain
circumstances and the above exclusion or limitation may not
apply
11. TERM AND TERMINATION.
11.1. General. This Agreement shall become effective upon
execution by authorized representatives of both Quicket and
Customer (the "Effective Date") and shall continue in effect until
the earlier of expiration or termination of this Agreement.
11.2 Termination for Cause. Either party may terminate this
Agreement (including any License granted therein), in the event
of a material breach of this Agreement by the other party that is
not cured within thirty (30) days after receipt of written notice from
the non -breaching party to the breaching party; provided,
however, that either party may terminate this Agreement
immediately, and without any opportunity to cure, in the event of
a breach of Section 8 of this Agreement.
11.3 Termination for Convenience. Either party may
terminate this Agreement for such party's convenience and
without cause upon written notice to the other party at least ninety
(90) days prior to the effective date of termination.
11.4 Effect of Termination.
(a) Upon termination or expiration of this Agreement or
termination or expiration of a specific Schedule, Customer shall
make no further use of the affected Quicket Solutions Software
and Services or Equipment and shall within ten (10) days deliver
to Quicket or destroy the original and all copies of such Software
and return the affected Equipment to Quicket or make such
Equipment available for pick-up by Quicket. Customer may retain
a copy of any terminated or expired Software solely for archival
purposes. Termination or expiration shall not affect any rights
accrued prior thereto.
(b) Upon any termination or expiration of this
Agreement, Quicket shall make the Quicket Solutions Software
and Services available to Customer during the Customer Data
Access Period for Customer to complete a final export of the
Customer Data. In the alternative, Quicket may determine to
provide the export of Customer Data in a form and format
reasonably available to or usable by Customer.
12. MISCELLANEOUS.
12.1 Insurance. Quicket has provided Customer with a
memorandum of insurance evidencing the policies, coverages
and applicable limits of insurance procured by Quicket and in
force at the time this Agreement is executed. Quicket warrants to
Customer that it will not reduce coverages or limits during the
Term.
12.2 Export; Government Restricted Rights. Customer
acknowledges that the export of any Software is or may be
subject to export or import control and Customer agrees that any
Software or the direct or indirect product thereof will not be
exported (or re-exported from a country of installation) directly
or indirectly, unless Customer obtains all necessary licenses
from the U.S. Department of Commerce or other agency as
required by law. Customer may request, from time to time, that
Quicket provide Customer with reasonably available information
applicable to the Quicket Solutions Software and Services to
facilitate compliance with this Section 11.2, including applicable
export classifications and designations. If Customer or any of
its end users are a U.S. federal government end user, the
Quicket Solutions Software and Services are a "Commercial
Item" as that term is defined at 48 C.F.R. §2.101, consisting of
"Commercial Computer Software" and "Commercial Computer
Software Documentation", as those terms are used in 48 C.F.R.
§12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R.
§12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as
applicable, the Quicket Solutions Software and Services are
licensed to such Customer and end users only with those rights
as expressly provided under the terms and conditions of this
Agreement.
12.3 Non -Assignment. Neither party may sell, assign, or
otherwise transfer to any third party this Agreement or any of its
rights or obligations hereunder without the prior written consent
of the other party. Notwithstanding the foregoing, Quicket may
assign this Agreement, in whole and not in part, without such
consent to an Affiliate or to a successor in interest by merger or
acquisition of substantially all assets of Quicket's business. Any
purported assignment in violation of this Section will be void.
Page 6 of 17
12.4 Entire Agreement. This Agreement sets forth the
entire agreement between the parties with respect to the subject
matter hereof, supersedes all other oral and written
representations, understandings, proposals and other
communications between the parties, and is binding upon the
parties and their permitted successors and assigns. This
Agreement may be modified or amended only by a written
instrument executed by the authorized representatives of both
of the parties. This Agreement shall apply to all Software and
services ordered by Customer or delivered to Customer by
Quicket.
12.5 Relationship of Parties. Quicket and Customer are
independent contractors, and nothing in this Agreement shall be
construed as making them partners or as creating the
relationships of employer and employee, master and servant, or
principal and agent between them, for any purpose whatsoever.
Neither party shall make any contracts, warranties or
representations or assume or create any other obligations,
express or implied, in the other party's name or on its behalf.
12.6 Non -solicitation. Neither party may, without the prior
written consent of the other party, beginning on the signing of
this Agreement and ending six (6) months after the termination
ofthis Agreement ("Covered Period"), directly or indirectly, alone
or with others, hire, solicitor assist anyone else in the solicitation
of, any employee of the other party or encourage any such
employee to terminate his or her employment with the other
party. Notwithstanding anything in this Section to the contrary,
this Section shall not apply to: (i) Quicket contracting with a
Customer employee to provide consulting services on a part-
time basis; or (ii) employees of such party responding to
advertisements made at job fairs, or in media circulated to the
general public at large; or former employees of the other party,
who are not employed or retained by such party during the
Covered Period.
12.7 Third Party Products. Third party software products and
programs supplied or made accessible under this Agreement,
including by way of example software that is part of the Service
infrastructure such as database, back-up, storage, and firewall
software, are licensed under this Agreement for use solely with
the Quicket Solutions Software and Services as authorized under
this Agreement, and are subject to the confidentiality and non -
assignment provisions of this Agreement Certain portions of the
Software may include open source or third party program(s) that
are subject to the license terms and notifications found in the
"About" box documentation included within the Software, as
updated from time to time and posted on the Quicket website.
Such program(s) are not subject to the warranty and indemnity
provisions of this Agreement.
12.8 Intentionally omitted.
12.9 Audit Rights; Usage Verification.
(a) No more than once in any twelve (12) month
period, upon thirty (30) days prior written notice to Customer,
Quicket shall have the right, for purposes of verification of
Customer's compliance with this Agreement, to access the
User data within the Quicket Solutions Software and Services.
Customer acknowledges that the Quicket Solutions Software
and Services may at the date of this Agreement or in
subsequent releases include password protection, anticopying
subroutines or other security measures designed to monitor the
usage of the Software for license management purposes. Under
no circumstances may Quicket employ any such measure to
interfere with Customer's normal and permitted operation of the
Quicket Solutions Software and Services. Any audit performed
shall not disrupt the operations and functions of the Customer.
Audits will have minimal to no impact upon the system. Any
audit shall not last more than one regular business day of eight
(8) hours.
(b) Upon request by Customer, Quicket agrees to
complete, within sixty (60) days of receipt, a security audit
questionnaire provided by Customer.
12.10 Service Locations. All Professional Services shall be
performed within the United States. Customer's Quicket
Solutions Software and Services environments, and all
Customer Data under Quicket's possession or control, shall be
provisioned in Quicket's data center in the United States.
12.11 Miscellaneous. In no event shall either party be liable
for any delay or failure to perform under this Agreement, which
is due to causes beyond the reasonable control of such party
Page 7 of 17
and without such party's fault or negligence; provided that the
affected party notifies the unaffected party as soon as
reasonably possible, and resumes performance hereunder as
soon as reasonably possible following cessation of such force
majeure event. To the extent that any provision of this
Agreement is found to be void or unenforceable, such provision
shall be without effect and the remainder of the Agreement shall
be enforced to the full extent of the law. This Agreement shall
be governed by, and interpreted and enforced in accordance
with, the substantive laws of the State of Illinois without regard
to its conflict of laws principles. The parties agree that the
United Nations Convention on Contracts for the International
Sale of Goods shall not apply to any transaction between the
parties. All notices given under this Agreement shall be in
writing. Any notice under this Agreement if delivered by hand,
sent by facsimile, or mailed via overnight courier, shall be
deemed given on the business day following the sending of such
notice, and any notice sent via mail shall be deemed given on
the third business day following the mailing of any such notice,
postage paid, to the address set forth above.
EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS
TERMS AND CONDITIONS.
Quicket Solutions, Inc.
By:
Name:
Title:
Date:
Page 8 of 17
Customer:
By:
Name:
Title:
Date:
Appendix 1
Definition Appendix
"Agreement" means this Master Software and Service
Agreement, together with the following documents and any
Schedules:
(a) Definitions, Appendix 1
(b) Technical Support Policy, Appendix 2
(c) Professional Services Terms, Appendix 3
(d) Leased Equipment Addendum, Appendix 4
(e) Service Level Agreement, Appendix 5
(f) Statement of Work, dated, August 14, 2018.
"Customer Data" means all data submitted to the Quicket
Solutions Software and Services by Customer or its authorized
Users ("Customer Data") in the course of using the Quicket
Solutions Software and Services, including any related
documentation, copies, modifications and derivatives of the
foregoing and all related copyright, patent, trade secret and other
proprietary rights therein.
"Customer Data Access Period" means a period of no less
than thirty (30) days immediately following the termination or
expiration of this Agreement during which Customer is allowed
to complete a final export of Customer Data.
"Documentation" means Quicket materials describing the
Quicket Solutions Software and Services, including, but not
limited to, product technical manuals and online information
(including online versions of the technical manuals) and help
facility descriptions.
"Equipment" means any tablet computers, communication
devices, printers, supplies and other accessories provided to
Customer by Quicket for use with the Quicket Solutions Software
and Services.
"Error" means a defectwhich causesthe Software notto perform
substantially in accordance with the specifications set forth in the
Documentation and which can be reproduced or replicated in
regular usage by Customer and Quicket.
"Error Correction" means the use of reasonable commercial
efforts to remedy an Error.
"Intellectual Property" means technology, ideas, processes,
methodologies, innovations, inventions, discoveries, works of
authorship, data, know-how, trade secrets, and software and
firmware, including source code and object code.
"Intellectual Property Rights" means (i) patents and patent
applications, worldwide, including all divisions, continuations,
continuing prosecution applications, continuations in part,
reissues, renewals, reexaminations, and extensions thereof
and any counterparts worldwide claiming priority therefrom;
utility models, design patents, patents of
importation/continuation, and certificates of invention and like
statutory rights; (ii) copyrights, trademarks (including service
marks), trade names, logos, domain names, industrial designs;
(iii) rights relating to innovations, know-how, trade secrets,
know-how of confidential, technical, and non-technical
information; (iv) moral rights, mask work rights, author's rights,
and rights of publicity; and (v) other industrial, proprietary and
Intellectual Property related rights anywhere in the world, that
Page 9 of 17
exist as of the date of the Agreement or thereafter come into
existence, and all renewals and extensions of the foregoing,
regardless of whether or not such rights have been registered
with the appropriate authorities in such jurisdictions in
accordance with the relevant legislation.
"License" means a license to use the Software and/or Quicket
Solutions Software and Services, as defined in Section 2 of the
Agreement.
"MSSA" means the Master Software and Service Agreement.
"Previous Sequential Release" means a release of Software
which has been replaced by a subsequent Release of the same
Software. A Previous Sequential Release will be supported by
Quicket for a period of only one (1) year after release of the
subsequent Release.
"Professional Services" means those services to be provided
by Quicket to Customer and which (i) are not specifically included
under the Master Software and Service Agreement, and (ii) are
set forth in a separate SOW or agreement between Quicket and
Customer. Professional Services may include, but are not limited
to, set-up services, configuration and/or implementation services
and/or other consulting services.
"Professional Services Deliverables" means any software,
modifications to software, configurations, documentation,
reports or other work product developed and delivered by
Quicket to Customer under a Professional Services project.
"Quicket Solutions Software and Services" means the
Software and the Quicket Solutions cloud -based hosted service
for access to the Quicket web -based and mobile applications as
specified in the applicable Schedule, purchase order or other
ordering document.
"Schedule" means an addendum, appendix, amendment or
other writing titled as a schedule and attached to or included in
this Agreement, when signed by both parties from time to time
that, when completed, sets forth the features, term, quantities,
scope and fees associated with the purchase of a License or
Licenses to Software, a Quicket Solutions Software and Services
subscription, leasing of Equipment, or the description and fees
associated with the purchase of Professional Services under
Appendix 3 hereof.
"Software" means the standard version of the software program
or programs marketed and licensed by Quicket. Software
includes machine readable (object) code, except for certain
Software which Quicket may elect to supply in source code
format. Software includes any Updates or Upgrades of the
Software, as defined in this Appendix, applied by Quicket to the
Quicket Solutions Software and Services during the Term.
"SOW" or "Statement of Work" means a Schedule or other
separate document referencing this Agreement and signed by
both parties from time to time that sets forth Professional Services
to be supplied by Quicket and which may contain certain other
terms related to the provision of such Professional Services, the
Quicket Solutions Software and Services and/or Equipment that
are agreed between the parties.
"Suggestions" shall mean a royalty -free, worldwide, transferable,
sublicenseable, irrevocable, perpetual license for Quicket to use
or incorporate into the Quicket Solutions Software and Services
any suggestions, enhancement requests, recommendations or
other feedback provided by Customer, including its Users,
relating to the operation of or use of the Quicket Solutions
Software and Services.
"Support Policy" has the meaning set forth in Section 4.
"Telephone Support" means technical, telephone assistance
provided by Quicket to Users. Standard Telephone Support is
provided during the hours of 9:00 am and 5:00 pm Central
Standard Time, excluding Quicket recognized holidays.
Quicket will provide additional non-standard 24/7 telephone
support. Any response to requests for support outside of the
standard support hours will be on a six (6) hour response time,
measured from the time the call is placed to Quicket.
"Term" means the period commencing on the delivery of the
Software and Equipment to Customer and ending to 12:01 am
local time on the first anniversary hereof (the "Initial Term");
This Agreement shall automatically renew for successive one-
year periods, each of which renewals shall be part of the Term,
unless either party notifies the other that such party declines to
renew the Agreement at least ninety (90) days prior to the end
of the then current Term. Notwithstanding any automatic
renewal of the Agreement, either party may terminate the
Agreement in accordance with its terms.
"Updates" mean error corrections, fixes, workarounds or other
maintenance releases of the Quicket Solutions Software and
Services.
"Upgrades" mean new releases or versions of the Quicket
Solutions Software and Services that provide enhancements,
modifications or improvements to the features or functionality;
for purposes of this Agreement, "Upgrades" shall also include
new features which are made generally available to all
customers purchasing the Quicket Solutions Software and
Services and for which Quicket does not charge any customer
additional incremental fees.
"User" means an individual who is an employee of Customer
with authorized access by Customer to and use of the Quicket
Solutions Software and Services the shorter of: (i) during the
course of such User's employment with Customer or (ii) the
Term.
"Workaround" means a change in the procedures followed or
data supplied by Quicket to avoid an Error without substantially
impairing use of Quicket Solutions Software and Service.
Page 10 of 17
Appendix 2
Technical Support Policy
The following details Quicket's current Technical Support Policy
regarding the Quicket Solutions Software and Services. Updates
to Quicket's Technical Support policies will be accessible at
Quicket's website, under "support".
Third Party Software is specifically excluded from the terms set
forth in this Appendix (but this exclusion does not pertain to the
software interfaces and port -sets developed by Quicket that
enable the link between the Software and the Third Party
Software).
Unless otherwise defined herein, capitalized terms used in this
Appendix shall have the same meaning as set forth in the MSSA
to which this Appendix 2 is attached.
SUPPORT SERVICES
1.1 Coverage. For so long as Customer is current in
the payment of the Service Fees under the Agreement between
Quicket and Customer, Quicket agrees that it shall use its diligent
commercial efforts to provide support services to Customer as
follows:
1.1.1 Error Correction and Telephone
Support provided to Users concerning use of the Quicket
Solutions Software and Service.
1.2.2 Releases, Versions and Updates
which consist of one copy of published revisions to the
Documentation relating to the Services.
1.2 Error Priority Levels. Quicket shall exercise
commercially reasonable efforts to correct any Error reported by
Customer's Qualified Individuals in the current, unmodified
release of Software in accordance with the following priority level
reasonably assigned to such Error by Quicket:
1.2.1 Priority A Error: means an Error
which renders the Quicket Solutions Software and Service
inoperative or causes the Quicket Solutions Software and
Service to fail catastrophically. Quicket shall promptly: (i) assign
Quicket engineers to correct the Error; (ii) within twenty four (24)
hours of receipt of the Error report, attempt to identify the nature
of the Error and notify Customer's Qualified Individuals of a
commitment date by which Workaround or Error Correction shall
be provided, which date shall be as soon as reasonably possible
with Quicket's best efforts; (iii) notify Quicket management that
such Errors have been reported and of steps being taken to
correct such Error(s); (iv) provide Customer's Qualified
Individuals with periodic reports on the status of the corrections;
and (v) provide Customer's Qualified Individuals with a
Workaround or Error Correction.
1.2.2 Priority B Error: means an Error
which substantially degrades the performance of Quicket
Solutions Software and Service or materially restricts Customer's
use of the Quicket Solutions Software and Service. Quicketshall,
promptly: (i) assign Quicket engineers to correct the Error; (ii)
within twenty four (24) hours of receipt of the Error report, notify
Page 11 of 17
Customer's Qualified Individuals of the engineers assigned to the
Error report; (iii) within one (1) week of receipt of the Error report,
attempt to identify the nature of the Error and notify Customer's
Qualified Individuals of a commitment date by which an Error
Correction shall be provided, which date shall be as soon as
reasonably possible with Quicket's best efforts. Quicket shall
exercise commercially reasonable efforts to include an Error
Correction in the next regular Software maintenance Update.
1.2.3 Priority C Error: means an Error
which causes only a minor impact or restricts Customer's use of
Quicket Solutions Software and Service. Quicket shall (i) assign
Quicket engineers to correct the Error; (ii) within twenty four (24)
hours of receipt of the Error report, notify Customer's Qualified
Individuals of the engineers assigned to the Error report; and (iii)
within two (2) weeks of receipt of the Error report, attempt to
identify the nature of the Error and notify Customer's Qualified
Individuals of a commitment date by which an Error Correction
shall be provided, which date shall be as soon as reasonably
possible with Quicket's best efforts. Quicket may include an Error
Correction in the next Version of the Product.
1.3 Other Errors. If Quicket believes that a problem
reported by Customer may not be due to an Error in the Quicket
Solutions Software and Service, Quicket will so notify Customer's
Qualified Individuals. At that time, Customer may: (i) instruct
Quicket to proceed with problem determination as set forth below
or (ii) instruct Quicket that Customer does not wish the problem
pursued at its expense.
1.4 General Telephone Support. For general
questions pertaining to the operation of the Quicket Solutions
Software and Services or the Equipment, Quicket will provide a
telephone help desk number and will respond to calls made by
Customers in accordance with the applicable level of support. For
all Customers, Quicket's standard level of Telephone Support is
provided during the hours of 9:00 am and 5:00 pm Central
Standard Time, excluding Quicket recognized holidays.
Customers subscribing to the standard Telephone Support shall
receive a return call the same day; calls made after 5:00 pm
Central Standard Time shall receive a return call the following
day. Customers purchasing non-standard Telephone Support
will receive a return call within four (4) hours from the time the call
is placed to Quicket.
1.5 Limitations of Support. Quicket shall have no
obligation to support: (i) Quicket Solutions Software and Service
that is not the then current release or the Previous Sequential
Release; or (ii) Quicket Solutions Software and Service problems
caused by Customer's modification, abuse or misapplication, use
of the Software other than as specified in the Documentation or
other causes beyond the reasonable control of Quicket.
3. CUSTOMER'S RESPONSIBILITIES
3.1 Procedures. Customer shall take reasonable
measures to ensure that its Users shall read, comprehend and
follow operating instructions and procedures as specified in, but
not limited to the Documentation and other correspondence
related to the Quicket Solutions Software and Service, and follow
procedures and recommendations provided by Quicket support
personnel in an effort to correct Errors.
3.3 Notification of Errors. Customer shall notify Quicket
of Errors in accordance with the then -current Quicket Error and
problem reporting procedures. If Quicket believes that a problem
reported by Customer may not be due to an Error in the Software
or provision of Services, Quicketwill so notify Customer.
4. WARRANTY
4.1 Limited Warranty. Quicket warrants that Support
Services will be performed with the same degree of skill and
professionalism as is demonstrated by like professionals
performing services of a similar nature.
5. SUPPORT POLICY CHANGES
5.1 This Schedule sets forth Quicket's policy with
respect to the provision of support in force as of the Effective
Date. Customer acknowledges that these terms are subject to
change in accordance with Section 4(a) of the MSSA.
Page 12 of 17
Appendix 3
Professional Services Terms
SFR\/I(-
Quicket will provide Professional Services pursuant to
Schedule(s) and/or SOW(s) executed by the parties and
referencing this Agreement. Unless the parties expressly agree
in writing to the contrary, the Professional Services do not
include maintenance and/or support services for any
Professional Services Deliverables. Customer may separately
purchase from Quicket maintenance and/or support services for
such deliverables or work product on a time and materials basis
as set forth in an applicable Schedule or SOW as agreed to by
the parties.
2. CHANGE REQUESTS. Either party may request a
change to an SOW or Schedule of Professional Services, and
for such purpose shall submit to the other party a written notice
("Change Request") setting forth the requested change and the
reason for such request. Within five (5) business days (or such
other period of time as agreed by the parties) afterthe receipt of
such Change Request, the parties shall discuss the necessity,
desirability and/or acceptability of the Change Request. When
and if both parties have agreed in writing upon the changes, and
any resulting change in the estimated fees for the project, the
parties shall complete and execute a new SOW or Schedule.
3. CHARGES FOR SERVICES. Customer shall pay to
Quicket the fees set forth in the SOW(s) or Schedule(s) for the
Professional Services. Unless explicitly stated otherwise in
writing in an SOW or Schedule or any other document, all such
listed Professional Services fees are estimates only, and are
billed on a time and materials basis at rates agreed upon in
writing by the parties for the Professional Services. Quicket will
give prior notice to Customer if Quicket reasonably believes the
Professional Services will not be completed within the estimate
provided and the parties will enter into an appropriate Change
Request as necessary and as agreed by the parties.
Professional Services will be invoiced in accordance with
Section 7 of the MSSA.
4. SUSPENSION OR TERMINATION OF
PROFESSIONAL SERVICES. Customer may terminate a
particular Professional Services engagement on thirty (30) days
prior written notice, which notice shall specify the exact date of
termination. Either party may terminate a particular Professional
Services engagement on ten (10) days prior written notice in the
event of a material breach by the other party that is not cured
within such ten (10) day period, except for term based
Professional Services such as hosting services purchased for a
specific term which may be terminated only as provided in the
applicable SOW or Schedule. In the event of such a suspension
or termination, Customer shall continue to be obligated to pay
all Professional Services fees due for Professional Services
rendered prior to such suspension or termination, provided such
services were provided in accordance with this Agreement and
the applicable SOW or Schedule.
5. ACCESS TO CUSTOMER'S PROPERTY AND
COMPUTERS. Upon Quicket's request, Customer agrees to
provide Quicket access to any Equipment and, if necessary,
Customer's computer(s) via remote data communication and,
upon Quicket's written request, by visits to Customer's site as
reasonably required to perform the Professional Services
Page 13 of 17
pursuant to any Schedule or SOW and Quicket will abide by
Customer's security and safety regulations and policies,
provided in advance to Quicket, and which are applicable to
such access. Any access underthis provision shall not disruptthe
operations of the Customer and will have minimal to no impact
upon the Customer's information technology systems.
6. LICENSE; OWNERSHIP.
6.1 Quicket hereby grants to Customer a non-exclusive,
non -transferable license to use the "Quicket-owned Professional
Services Deliverables" (as defined in Section 6.3 below)
delivered to Customer, solely in conjunction with, and consistent
in scope with, Customer's permitted use ofthe Quicket Solutions
Software and Services under this Agreement.
6.2 To the extent that any Quicket-owned Professional
Services Deliverables are delivered to Customer by Quicket in
source code format then Quicket hereby grants to Customer a
limited license to copy and to modify such source code, and to
compile such source code into object code, but solely in
connection with, and only to the extent necessary for,
Customer's maintenance and support of the Quicket-owned
Professional Services Deliverables hereunder and for no other
purpose. The license grant in this Section 6.2 is subject to any
limitations set forth in Section 6.1 above.
6.3 Quicket retains ownership of all information, Software
and other Intellectual Property owned by it prior to this
Agreement or which Quicket develops independently of this
Agreement ("Quicket Preexisting Property"). Unless otherwise
agreed by the parties in an applicable SOW, and subject to the
license grant provided in Section 6.1 above, Quicket shall retain
ownership of all Quicket Preexisting Property and any
deliverables delivered by Customer pursuant to an applicable
SOW or separate agreement. ("Quicket-owned Professional
Services Deliverables"). All such information shall be treated as
Quicket's Confidential Information in accordance with Section
8.3 of the Agreement. Quicket may utilize any and all methods,
computer software, know-how or techniques related to
programming and processing of data, developed by it while
providing the Professional Services and may incorporate the
work product in future releases of any of its software, provided
the same does not incorporate or include any Customer Data,
or Customer's Confidential Information. Quicket will have sole
discretion as to whether and how to implement any Suggestions
into the Software.
6.4 Customer Ownership.
(a) Customer retains ownership of all information,
systems, software and other property owned by it prior to this
Agreement or which it develops independently of this
Agreement, including without limitation all Customer Intellectual
Property and Customer Confidential Information ("Customer
Independent IP"). The parties acknowledge and agree that
Quicket shall not modify, adapt or create derivative works of the
Customer Independent IP under this Agreement, and if any such
work product is anticipated, the parties shall enter into a mutually
agreed upon amendment to this Agreement to contemplate such
work, which will reflect that Customer shall own such work
prod u ct.
(b) Quicket hereby grants to Customer and its Affiliates
a non-exclusive, non-transferrable, worldwide license to use and
implement any ideas, modifications, or suggestions it proposes,
creates, or authors relating to the Customer Independent IP.
Customer will have sole discretion as to whether and how to
implement any such ideas, modifications, or suggestions into
the Customer Independent IP.
7. STAFFING. Quicket shall have sole discretion regarding
staffing for the Professional Services, including the assignment
or reassignment of its Professional Services personnel. In
addition, Quicket may, at Quicket's sole responsibility, retain one
or more sub -contractors to provide all or a portion of the
Professional Services subject to prior written notice to Customer
and provided Quicket remains solely responsible for the same
as contemplated by Section 5 of the Agreement to which this
Appendix 3 is attached. Customer shall have the sole discretion
to deny the use of a particular subcontractor. Customer shall
provide at least one mutually acceptable contact person to
communicate all product development -related activities, and
matters concerning the Professional Services, to Quicket.
Notwithstanding any provision of this Appendix or any Addenda,
SOW or Schedule to which this Appendix is attached or relates,
Quicket represents and warrants that all Quicket employees and
all subcontractors providing Professional Services (or other
services) pursuant to this Agreement will meet all requirements
established by applicable law pertaining to citizenship, U.S.
residency or other applicable criteria, including requisite
background checks and meet any and all personnel
requirements agreed to between the Parties.
Page 14 of 17
Appendix 4
Leased Equipment Addendum
1. Lease: Quicket Solutions, Inc. ("Quicket") is providing
Customer certain Equipment, as defined in the
Agreement, and as set forth in a purchase order, SOW
or other ordering document entered into by the parties
in connection with the Agreement. This Leased
Equipment Addendum applies to the delivery,
possession and maintenance of the Equipment.
Customer agrees that all such Equipment is leased from
Quicket and that Quicket is the owner of the Equipment. This
Equipment Lease Addendum commences on the date the
Equipment is delivered to Customer, and all lease
payments are included in the total fees set forth on the
purchase order or other ordering document.
2. Equipment Use, Maintenance and Warranties: (a)
Quicket leases the Equipment to Customer "AS IS" AND,
EXCEPT AS OTHERWISE STATED HEREIN, MAKES NO
WARRANTIES, EXPRESSOR IMPLIED WITH REGARD TO
THE EQUIPMENT, INCLUDING ANYWARRANTIESOF
MERCHANTABILITY OR FITNESSFORA PARTICULAR
PURPOSE. Notwithstanding the disclaimers set forth in the
immediately preceding sentence, Quicket specifically warrants that
the Equipment is fit for use with the Quicket Solutions Software
and Services, as defined in the Agreement. Quicket will hold for
the benefit of, or transfer to, Customer, at Customer's option,
any manufacturer warranties included with any such
Equipment. Unless otherwise specified in the Agreement, the
SOW or other ordering document, Customer is required to
keep the Equipment repaired and maintained in good
working order and as required by the manufacturer's
warranty.
(b) During the Term, Quicket will be responsible for
maintenance and/or service of the Equipment in accordance
with the following:
(i) In the event Quicket holds the
manufacturer's warranty on any Equipment,
then in the event of a claim under the
applicable manufacturer's warranty, Customer
shall return the Equipment to Quicket, in the
manner as Quicket may reasonably direct, with
a written description of the damage,
malfunction or other problem experienced with
the Equipment;
(ii) For any Equipment which is no longer
covered by the manufacturer's warranty, then
Quicket agrees that Quicket will be responsible
for maintenance and service of such
Equipment until Quicket and Customer
determine to remove such Equipment from
Service or the Agreement expires or is
otherwise terminated, subject to the exceptions
set forth in subparagraph (iv) below;
(iii) In the event that any Equipment
malfunctions, is (A) damaged or destroyed,
whether or not covered by the manufacturer's
warranty at the time of such malfunction,
damage or destruction (i.e., such malfunction,
damage or destruction is caused by other than
routine wear and tear) and (B) the repair or
replacement of such Equipment is not or would
Page 15 of 17
not be covered under the applicable
manufacturer's warranty, then Customer shall
be responsible for the cost of repair or
replacement of such Equipment;
(iv) In the event Customer holds the warranty
on any Equipment, then Customer shall be
responsible for contacting the manufacturer for
any warranty matters.
(c) In the event any Equipment malfunctions, is
damaged, lost or destroyed during the Term, then
Customer shall promptly notify Quicket in writing of
such malfunction, damage, loss or destruction. In the
event Quicket directs Customer to deliver or make
available to Quicket, such malfunctioning, damaged or
destroyed Equipment, then upon receipt of the
Equipment, Quicket shall (i) determine if Quicket is
able to remedy the malfunction or repair the
Equipment; or (ii) send the Equipment to the
manufacturer pursuant to the applicable warranty and
(iii) within two (2) business days of receipt of
Customer's notice provide a similar make and model of
Equipment (or suitable substitute with comparable
functionality) for use by Customer until the Equipment
is repaired and returned to Customer or a
determination is made that the malfunction, damage or
other problem is either not covered by (I) the
applicable manufacturer's warranty (for example, the
damage is caused by abuse or neglect) or (II)
Quicket's maintenance and repair obligation under
Section 2(b) (ii) above. If the malfunction, damage or
other problem is not covered by either the applicable
manufacturer's warranty or Quicket's maintenance and
repair obligation, and the manufacturer provides an
estimate of the cost of repair, Quicket shall refer such
estimate to Customer, and Customer shall determine
whether to repair or replace the Equipment, at
Customer's option and sole expense. Upon repair or
replacement, Quicket and Customer shall exchange the
original (or replacement) Equipment and the Quicket
loaned item.
(d) Customeragrees that any warranty claims or other
requests for maintenance or service under this Section 2
will not impact its obligation to pay all amounts under the
Agreement when due, provided that Quicket provides the
replacement Equipment in accordance with Section 2(c) above.
(e) Customer acknowledges that Quicket is not the agent of or
for the Equipment manufacturer for any purposes under the
Agreement.
(f) Customer acknowledges and agrees that it is
responsible for all Equipment in its possession, and it
has or will adopt (and enforce) reasonable security
policies to protect Customer's property generally,
which for purposes of the Agreement shall also include
the Equipment. Notwithstanding any provision of this
Schedule or the Agreement to the contrary, Quicket
shall use commercially reasonable and technologically
feasible means to locate or track any lost or stolen
Equipment (such as by use of embedded GPS devices
or applications). In the event of lost or stolen
Equipment, Quicket shall provide, within two (2)
business days of Customer's notice of the loss or theft,
a similar make and model of Equipment (or suitable
substitute with comparable functionality) for use by
Customer until the lost or stolen Equipment is
recovered or determined to be unrecoverable. If the
Equipment is recovered, Customer shall return the
loaned Equipment to Quicket. In the event the
Equipment is not recoverable, Customer shall
reimburse Quicket its actual cost to replace the
Equipment (i.e., at Quicket's purchase price from the
distributor). In the event Customer elects to eliminate
the lost or stolen Equipment from the Agreement, then
Customer shall pay to Quicket the value of the lost or
stolen Equipment determined by applying straight-line
depreciation of a four (4) year economic life of the
Equipment to Quicket's cost of purchase plus a twenty-
five percent (25%) mark-up (i.e., Quicket's cost from its
distributor plus overhead and profit).
3. Assignment: Customer agrees not to transfer, s e I I ,
sublease, assign, pledge, relocate, move or encumber
eitherthe Equipment or any rights under this Leased
Equipment Addendum without Quicket's prior written consent.
Page 16 of 17
Appendix 5 aggregate, material to the Quicket Solutions Software and
Service Level Agreement Services as a whole.
Availability: Quicket warrants the Quicket Solutions Software
and Services will generally be available 99% of the time,
except as provided below. General availability will be
calculated per calendar quarter, using the following formula:
Where
[(total —nonexcluded — excluded) *100]>99%
total - excluded
"total" means the total number of minutes for the
quarter
"nonexcluded" means downtime that is not
"excluded", as defined in the next bullet
"excluded" means the following:
o Any planned downtime of which Quicket
gives 8 hours or more notice. Quicket will
use commercially reasonable efforts to
schedule all planned downtime during the
weekend hours from 5:00 P.M. Friday,
Central Time, through 6:00 A.M. Monday,
Central Time.
o Any period of unavailability lasting less than
15 minutes.
o Any unavailability caused by circumstances
beyond Quicket's reasonable control, without
limitation, acts of God, acts of government,
flood, fire, earthquakes, civil unrest, acts of
terror, strikes or other labor problems (other
than those involving Quicket employees),
computer, telecommunications, Internet
service provider or hosting facility failures or
delays involving hardware, software or
power systems not within Quicket's
possession or reasonable control, and
network intrusions or denial of service
attacks.
Penalties: Should the Quicket Solutions Software and
Services availability fall below the 99% general availability level
for any calendar quarter, and this downtime significantly
affected customers ability to use the system, Customer may
continue to use the Quicket Solutions Software and Services
but will receive credit for one half day of its Quicket
subscription, in that quarter, for each two hours of general
Quicket Solutions Software and Services unavailability below
99%. Any such credit shall be applied to Customer's next
invoice (or refunded if Customer's subscription to the Quicket
Solutions Software and Services expires or terminates prior to
receipt of such credit and Customer owes no further charges to
Quicket).
The penalties specified in this "Penalties" section shall be the
sole remedies available to Customer for breach of this SLA
Addendum.
Reporting and Claims: To file a claim under this SLA
Addendum, Customer must send an email to
supportp_guicketsolutions.com with the following details:
Billing information, including client name, billing
address, billing contact and billing contact phone
number
Downtime information with dates and time periods for
each instance of downtime during the relevant period
An explanation of the claim made under this SLA
Addendum, including any relevant calculations
Claims may only be made on a calendar quarter basis and
must be submitted within 10 business days after the end of the
affected quarter, except for periods at the end of a subscription
agreement not coincident with the end of a calendar quarter, in
which case Customer must make any claim within 10 business
days after the end of its subscription agreement.
Page 17 of 17
All claims will be verified against Quicket's system records.
For any partial calendar quarter during which Customer
Should any periods of downtime submitted by Customer be
subscribes to the Quicket Solutions Software and Services,
disputed, Quicket will provide to Customer a record of Quicket
general availability will be calculated based on the entire
Solutions Software and Services availability for the period in
calendar quarter, not just the portion for which Customer
question. Quicket will only provide records of system
subscribed. In addition, unavailability for some specific features
availability in response to good faith Customer claims.
or functions within the Quicket Solutions Software and
Services, while others remain available, will not constitute
General: Any obligations of Quicket under this SLA Addendum
unavailability of the Quicket Solutions Software and Services,
shall become null and void upon any breach by Customer of its
so long as the unavailable features or functions are not, in the
Quicket subscription agreement, including any failure by
Customer to meet payment obligations to Quicket.
Page 17 of 17