HomeMy WebLinkAbout2017-213 Agreement - Selectron Technologies
Apr
Selectron
T E C H N O L O G I E S, I N C.
Master Services and Hosting Agreement
This Master Services and Hosting Agreement (this "Agreement") by and between Selectron Technologies, Inc., an Oregon
corporation having a principal place of business at 12323 SW 66th Avenue, Portland, OR 97223, and its successors and assigns
("Selectron"), and the City of Ashland, Oregon ("Licensee").
Recitals
Whereas, as between Selectron and Licensee, Selectron is the owner of all rights, titles, and interest in and to certain software
and materials, identified more particularly in this Agreement as the "Licensed Software"; and
Whereas, Selectron wishes to grant to Licensee, and Licensee desires to obtain from Selectron, certain rights to access and
use, and to permit authorized Licensee employees to access and use the Licensed Software through Selectron's application
hosting service, as more particularly described below and in accordance with the terms and conditions of this Agreement.
Now, Therefore, in consideration of the mutual promises and covenants contained herein, the parties agree to the following
terms and conditions, which set forth the rights, duties and obligations of the parties:
Agreement
1. Definitions in the absence of a license, would infringe the Intellectual
Property Rights associated with such preexisting work.
For purposes of this Agreement, the following terms shall
have the following meanings. Any capitalized terms used 1.5 "Documentation" shall mean the
in this Agreement that are not defined in this Section 1 standard documentation for the Licensed Software, as
shall have the meaning given to them elsewhere in this generally provided by Selectron to its other customers.
Agreement.
1.1 "Aggregate Data" means information, 1.6 "Employee" shall mean a then-current
data, and statistics about a group of individuals, employee of Licensee.
organizations, or transactions that cannot be used to 1.7 "Intellectual Property Rights" shall
identify Licensee or a particular individual, including mean all rights associated with (a) patents, designs,
Licensee Data that has been de-identified and anonymized
and combined with data about other individuals and algorithms, and other industrial property rights; (b) works
of authorship, including copyrights, "moral rights", and
transactions.
derivative works thereof; (c) the protection of trade and
1.2 "Authorized User" means an Employee industrial secrets and confidential information;
that Licensee provides with access to the Licensed (d) Trademarks (as defined herein); (e) all other
Software. intellectual and industrial property rights (of every kind
and nature throughout the world and however
1.3 "Customer Tools" means the Licensed designated), whether arising by operation of law, contract,
Software components and interfaces that, as described in license, or otherwise; and (f) all registrations, initial
the Documentation, are designed and intended to be applications, divisions, continuations, renewals,
accessed by customers of Licensee through an IVR that is extensions, divisions, and re-issuances of any of the
foregoing, now existing or acquired in the future.
set up and maintained as part of the Services and/or
Licensee's website. 1.8 "Licensed Software" shall mean,
1.4 "Derivative Work" shall mean a new or collectively, (a) the software programs that are listed in
Exhibit A and further described in Exhibit C; (b) the
modified work that is based on or derived from a
preexisting work, including, without limitation, a work that Documentation; and (c) any Updates.
1.9 "Licensee Data" means structured data 1.16 "Updates" shall mean any modifications,
about and identifiable to customers of Licensee, including error corrections, bug fixes, new releases, or other updates
without limitation data about transactions between such of or to Licensed Software, including the Documentation,
customers and Licensee, (a) that Licensee provides to that may be provided or otherwise made available
Selectron to enable Selectron to provide the Licensed hereunder by Selectron to Licensee during the Term.
Software and the Services, (b) that Selectron collects from
Licensee's customers to facilitate payments by those 1.17 "Work Product" means any and all work
customers to Licensee, or (c) that Selectron otherwise product, deliverables, materials, drawings, works of
collects or creates, including by automated means, in the authorship, creative works, designs, inventions,
course of performing the Services or providing the documentation, methods, processes, techniques,
Licensed Software to Licensee. software, reports, or data created or developed by
Selectron in the course of performing the Services or
1.10 "PCI Data" means Cardholder Data providing the Licensed Software, excluding Licensee Data.
(including, without limitation, Primary Account Number,
cardholder name, expiration date, and Service Code) and 2. Grant of License; Restrictions
Sensitive Authentication Data (including without limitation
full magnetic stripe data or the equivalent on a chip, 2.1 Grant of License to Use Licensed
CAV2/CVC2/CW2/CID, PINS/PIN block), as such terms are Software. Subject to the terms and conditions of this
defined by the PCI Security Standards Council. Agreement, including the End User License Agreement
("EULA") attached hereto as Exhibit D which is
1.11 "Security Incident" means a breach of incorporated into and made a part hereof, and the timely
security resulting in an unauthorized third party gaining payment of all fees hereunder, Selectron hereby grants to
access to Licensee Data if (a) such breach creates a Licensee a non-exclusive, nontransferable,
substantial risk of harm to Licensee or any individual(s) and nonsublicensable, limited license, during the Term, to
(b) the Licensee Data was accessed in unencrypted, usable, access and use the Licensed Software solely in accordance
or readable form or it is reasonably likely that the with the Documentation and the EULA and solely for
unauthorized third party has acquired or will acquire the Licensee's own internal business use. Except as set forth
decryption key or other means of converting the Licensee in this Section 2.1 or the EULA, no other right or license of
Data to readable or usable form. any kind is granted by Selectron to Licensee hereunder
with respect to the Licensed Software.
1.12 "Services" means the outbound call
management, customization, training, set-up, 2.2 Software Restrictions. Licensee hereby
configuration, or other services listed in Exhibit A and acknowledges and agrees that it shall not use the Licensed
further described in Exhibit C hereto, the Technical Software for any purpose other than the purpose for which
Support Services, and any other services Selectron Selectron has developed the Licensed Software, and that it
provides to Licensee as described herein. shall use the Licensed Software in accordance with the
EULA and all applicable laws, rules, and regulations. In the
1.13 "Technical Support Services" means the event of any violation of this Section 2.2 or the terms of
maintenance and technical support services described in the EULA by Licensee or any person Licensee provides with
Exhibit B hereto. access to the Licensed Software (whether or not such
person is an Authorized User), Selectron may terminate
1.14 "Term" shall have the meaning set forth this Agreement in accordance with Section 11.2, and shall
in Section 11.1. be entitled to equitable relief in accordance with
Section 12.5.
1.15 "Trademarks" shall mean (a) the
trademarks, trade names, and service marks used by a 2.3 Data Restrictions. Selectron hereby
party, whether registered or unregistered; (b) the acknowledges that the Licensee Data may contain
respective stylistic marks and distinctive logotypes for such sensitive, personally-identifiable information. Selectron
trademarks, trade names, and service marks; (c) such will not disclose Licensee Data to any third-party except as
other marks and logotypes as either party may designate required to perform its obligations under this Agreement
from time to time in writing; and (d) the goodwill (e.g., transmittal of PCI Data to Licensee's designated
connected with the use of and symbolized by any of the payment gateway) and will maintain and use the Licensee
foregoing. Data only for purposes of performing its obligations under
this Agreement. Except as otherwise expressly provided Section 3.4, Licensee shall not permit any person to access
herein, Selectron will promptly delete any Licensee Data the Licensed Software other than Employees whom
that Licensee requests in writing to be deleted (except for Licensee has designated as Authorized Users. Each
data retention required by law). individual natural person shall be a separate Authorized
User for purposes of this Agreement. Licensee shall create
2.4 Rights in Aggregate Data. or request that Selectron create unique log-in credentials,
Notwithstanding Section 2.3, Selectron may, (a) during the consisting of a "User Identification" and "User Password",
term of this Agreement, use and analyze the Licensee Data for each individual Authorized User who shall be accessing
to generate Aggregate Data and (b) during and after the the Licensed Software. Licensee hereby acknowledges
term of this Agreement, retain, use, publish, and otherwise that Licensee and its Authorized Users bear sole
disclose Aggregate Data without restriction, so long as the responsibility for protecting the confidentiality of all User
Aggregate Data is disclosed in a form in which it cannot be Passwords and shall remain fully responsible and liable for
used to identify Licensee or any particular individual(s). By (and Selectron shall not be responsible or liable for) any
way of example and without creating any limitation, unauthorized use of any User Identifications or User
Selectron may analyze the Licensee Data along with data Passwords. Licensee shall not share or disclose, and shall
gathered from other sources to generate statistics and not permit any Authorized User to share or disclose, such
analytics about success rates of municipalities in collecting Authorized User's log-in credentials with or to any other
payments in response to IVR notification calls. individual or entity, even if such other individual is also an
Authorized User. A User Identification may not be
3. Deliverables and Services transferred from one Authorized User to another
Authorized User. Licensee shall promptly terminate (or
3.1 Services. Selectron shall perform the cause to be terminated by requesting that Selectron
Services described in Exhibit A and Exhibit C and the terminate) the User Identification for any individual who
Technical Support Services described in Exhibit B in ceases to be an Authorized User for any reason, including
accordance with the terms of this Agreement. without limitation due to termination of such individual's
employment with Licensee. Licensee shall promptly notify
3.2 Delivery, Testing, and Acceptance. All Selectron if it discovers or suspects that any log-in
deliveries of equipment or physical goods required under credentials have been accessed or used by any person
this Agreement shall be F.C.A. Selectron's facilities. other than the Authorized User to which such log-in
Selectron shall provide Licensee with the Documentation credentials were granted, in which case Selectron shall
and access to the Licensed Software according to the promptly reset or provide Licensee with a means of
delivery, testing, and acceptance schedule and terms and resetting the password associated with such log-in
conditions set forth in Exhibit A and Exhibit C. Unless a credentials.
testing period of different duration is set forth in Exhibit A
or Exhibit C Licensee shall have a testing period of thirty 3.4 Customer Tools. Licensee may permit its
(30) days from the date of delivery of any Licensed customers to access and use the Customer Tools solely
Software, including any customized Licensed Software, to through Licensee's website and/or an IVR that is set up and
inspect and test the Licensed Software. If Licensee maintained as part of the Services, and solely for the
provides Selectron with written notice during the purpose of enabling such customers to (a) receive
applicable testing period describing the Licensed notifications sent by or on behalf of Licensee, (b) make
Software's failure to substantially comply with the limited payments to Licensee, (c) view their invoices from Licensee
warranty set forth in Section 7.2 in sufficient detail to and history of payments to Licensee, and (d) update their
enable Selectron to reproduce such failure, the Service contact information with Licensee.
Fees for the non-conforming Licensed Software shall be
suspended until Selectron corrects any such substantial 3.5 Hosting. During the Term, Selectron
non-conformity. If Licensee does not provide such notice and/or its designees shall host and maintain the Licensed
during the testing teriod, the Licensed Software shall be Software, and provide access thereto, subject to the terms
deemed accepted, and Licensee's sole remedy for any non- and conditions of this Agreement and the EULA.
conformance shall be the Technical Support Services
provided hereunder. 3.6 Updates, Maintenance, and Technical
Support. During the Term, Selectron shall provide
3.3 Authorized Users; Licensee Licensee with Updates as they are made generally
Identification and Passwords. Except as provided in available by Selectron to its other customers, as well as
maintenance and technical support, in accordance with 4.3 Disputed Amounts. Any disputed
the terms and conditions set forth in Exhibit B. Any Update charges must be presented by Licensee to Selectron in
provided or made available by Selectron hereunder shall writing within fifteen (15) days of the date of invoice, and
be deemed part of the Licensed Software and shall be the parties agree to cooperate in good faith to promptly
subject to the terms and conditions of this Agreement. resolve any disputed invoice within fifteen (15) days of
Selectron's receipt of Licensee's written notice of dispute.
3.7 Other Modifications to the Licensed In the event Licensee disputes any amounts invoiced by
Software. Licensee understands and agrees that Selectron Selectron in good faith, the undisputed amount shall be
may make modifications and updates to the Licensed paid when due, and only disputed amounts shall be
Software from time to time. Selectron may determine in withheld pending resolution of the dispute. If payment of
its sole discretion whether to provide such modifications a disputed amount has already been made and later
and updates to Licensee and its other customers as an resolution of the dispute is in Licensee's favor, a credit will
Update hereunder, or whether such modifications and be issued by Selectron to Licensee on the next invoice.
updates will be issued as a separate or new product or
premium version of the Licensed Software that is available 4.4 Fee Increases. During the Initial Term,
only at an additional charge. the Service Fees set forth in Exhibit A shall apply. After the
Initial Term (as defined in Section 11.1 below), Selectron
3.8 Further Licensee Obligations. Licensee may increase or change its fees by providing Licensee with
shall be solely responsible for acquiring and maintaining, notice of such increase or change at least ninety (90) days
at its own expense, the necessary equipment and Internet prior to the effective date of such increase or change.
and telecommunication services required to access the Licensee's sole alternative to such fee increase or change
Licensed Software and the Services. Licensee shall be to terminate this Agreement by providing notice
acknowledges that Selectron shall have no obligation to of termination to Selectron within twenty (20) days after
assist Licensee in using or accessing the Licensed Software receipt of the notice of price increase or change, which
or the Service except as expressly set forth in this termination will become effective thirty (30) days after
Agreement. such written notice of termination.
4. Fees and Payment 4.5 Taxes. All prices set forth in this
Agreement are in U.S. Dollars and are exclusive of any
4.1 Service Fees. Licensee shall pay to applicable taxes. Licensee shall pay, indemnify, and hold
Selectron service fees ("Service Fees") in the amounts and Selectron harmless from all import and export duties,
according to the terms and conditions set forth in customs fees, levies, or imposts, and all sales, use, value
Exhibit A. In addition to the payment of Service Fees, added, or other taxes or governmental charges of any
unless different terms are provided for in Exhibit A, nature, including penalties and interest, and all
Licensee agrees to reimburse Selectron for all actual, government permit or license fees assessed upon or with
documented and reasonable travel and out-of-pocket respect to any products sold, leased, or licensed to
expenses incurred by Selectron in connection with the Licensee and any services rendered to Licensee; provided,
performance of any Services. however, that Licensee be responsible for paying any taxes
imposed on, or with respect to, Selectron's income,
4.2 Payment Terms. Unless different revenues, gross receipts, personnel, or real or personal
payment terms are set forth in Exhibit A, all fees and property or other assets.
expenses payable hereunder shall be due thirty (30) days
from the date of invoice, and any amounts not paid when S. Proprietary Rights
due will incur late fee charges at the rate of 1.5% per
month, or the maximum rate permitted by applicable law, As between Selectron and Licensee, Selectron and/or its
whichever is lower, calculated on a daily basis. If any licensors own and shall retain all right, title and interest,
amounts are past due and outstanding, Selectron reserves including, without limitation, all intellectual Property
the right to suspend the licenses granted hereunder, Rights in and to the Licensed Software and any Work
suspend access to the Licensed Software, and discontinue Product resulting from performance of the Services and
the Services until all outstanding amounts are paid. any portions thereof, including without limitation any copy
Selectron is entitled to recover all costs of collection, or Derivative Work of the Licensed Software (or any
including attorney's fees and related expenses. portion thereof) and any Updates and upgrades thereto.
Licensee agrees to take any action reasonably requested
MSelectron
TECHNOLOGIES, INC
Dynamic Notifications require development and are designed during the
implementation process. Account-specific messages created by Selectron will utilize
account-specific information that is accessed through a flat file provided by the City of
Ashland. This project includes the following Dynamic Notifications:
2.2.1. Bill Delinquency Notification
The Delinquency Notification is used to warn citizens that their account is delinquent. It
includes the following customer-specific data: account number, delinquent amount, and
due date. When a customer is contacted via phone, they will have the ability to transfer
back to the IVR to make a payment without the need to authenticate.
2.2.2. Impending Shutoff Notification
The Impending Shutoff Notification is used to warn citizens that their account will be
shut off very soon. It presents the following customer-specific data: account number,
delinquent amount, due date, and shutoff date. When a customer is contacted via
phone, they will have the ability to transfer back to the IVR to make a payment without
the need to authenticate.
2.2.3. Static Notifications
Ashland will be able to send Customer-defined static notifications to citizens via phone,
email, or SMS text. Ashland is responsible for defining and configuring these
notifications. Training for configuring and recording static notifications will be provided
at the end of the implementation process.
2.3. Payment Processing
The Relay solution can be configured to accept credit card and e-check payments,
allowing citizens to make payments. The payment processing engine is a PA-DSS-
Verified payment system that does not retain any payment information. Users will need
to enter their payment information for each transaction. The system will also allow for
minimum and maximum payment thresholds to be established by the City.
The Relay payment application interacts with the Open Edge payment gateway to
provide payment functionality. Users will need to authenticate and provide valid
payment information in order to make a payment. Relay validates the user's payment
information before passing it to the payment gateway. Relay sends back payment
reconciliation data (amount paid, date/time, associated with account), and a standard
payment summary report is provided.
Ashland will be able to take payments from citizens via the following payment methods:
• Credit Card
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2.3.1. Credit Card
The interactive solution accepts Visa°, MasterCard°, Discover°, and American Express°.
Ashland can elect to accept all or a subset of these card types. Any credit card types not
accepted by Ashland will not be accepted by the solution. The system supports AVS and
CVV2. When taking a payment, Relay verifies the credit card number and expiration
date. For more security, Ashland can choose to verify the card holder's zip code and/or
security code. All credit card transactions are sent through the designated payment
gateway.
2.4. Languages
The Customer's Relay application will be configured to support English and the following
other language(s):
• Spanish
The additional language module(s) enables the solution to support non-English-language
users. Additionally, all dates, numbers, ordinals, currencies, and letters are translated
(and voice recorded) to the proper language.
The professionally-recorded prompts use a vocabulary and dialect predetermined by
Selectron. Additions and changes to the prompts to account for regional differences are
subject to time and materials billing.
Ashland will be able to define a destination for each language available on the IVR.
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3. System Integration
Depending on the implemented features, Relay requires varying levels of integration with other
Ashland components. These are described in the following sections.
3.1. Application Database Interfaces
It is anticipated that Selectron will be integrating with Ashland's Tyler Munis application
database. All data-based interactivity on the solution is reliant upon data being available
via the application vendor APIs.
During the implementation phase, if data elements are identified as necessary but are
not available via the included APIs, the project will be impacted. This may affect the
implementation timeframe and will result in additional professional services fees.
3.2. Payment Gateway Interfaces
The payment processing service is PA-DSS validated and located in a PCI certified
payment environment. Integration to the payment gateway initiates the collection and
reconciliation of the payments being gathered by the department. It is required that
the payment gateway be on the list of Selectron-certified payment gateways and that it
integrates utilizing a REST/Web Service implementation.
Selectron understands that Ashland has selected OpenEdge as their payment processing
vendor. If the City elects to implement a different payment gateway, it must select from
the list of Selectron's approved payment gateways. Approved gateways are:
• USA ePay (AMS) • Authorize.net
• PayFlowPro (PayPal) • Bluefin
• Payments Gateway • BridgePay
(Forte) • Converge
• Invoice Cloud • Kubra
• Global Gateway e4 • NIC
(FirstData) • TrustCommerce
• PayPoint (FirstData) • Govolution
• Simple Order • ACI (a.k.a. Official Payments)
(CyberSource) . Paymentus
If the Customer does not pick a vendor on this list, Selectron will work with Ashland to
get the gateway of choice approved. The approval process includes additional
development as well as software validation to comply with the Payment Card Industry's
PA-DSS standards. This will require additional professional services costs and will impact
the project timeline.
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The following payment processing fees and services are not covered by the purchase of
the application:
• Transaction fees
• Merchant accounts
• Third-party payment processing services, fees, and software
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4. Deployment Model
This implementation of Relay will be deployed to Selectron's multi-tenant Relay Cloud Services
environment located in Selectron's local hosting facility. Selectron's hosting facility is a co-located
data center featuring keyed entry and individual server locks for security. With an RCS solution,
Selectron owns all hardware and is responsible for security, ongoing maintenance, and proactive
support.
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5. Administrative Tasks
This section details administrative tasks that can be performed in order to manage Relay. An
administrator from Ashland will be provided with user credentials for the web application during the
implementation process. Additional users can be created by the administrator as needed.
Permissions can be assigned on a per-user basis; permissions govern the functionality available to a
given user.
The web-based administration portal is suppgrted on all modern, "evergreen" browsers including:
Chrome, Firefox, IE10+, Microsoft Edge, and Safari.
5.1. Schedule Outbound Campaigns
Administrators can create, edit, and review outbound campaigns made using Relay
Outbound. Each instance of an outbound campaign must be scheduled individually. This
includes selecting the type of notification, the date/time of delivery, and (for static
notifications) the configuration of the message.
The administrator will also need to upload a contact list in csv format for the
notification. The exact formatting of the csv file will vary depending on the notification
being scheduled. Selectron will provide Ashland with example csv files for the
configured notifications included in this project, as well as assistance in generating the
outbound call list.
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6. Responsibilities
6.1. Selectron Technologies, Inc.
This section outlines Selectron Technologies' responsibilities regarding service initiation
and operation.
6.1.1. Provide Project Management
Selectron Technologies assigns a Project Manager to the service implementation. The
Project Manager is the Customer's primary contact at Selectron Technologies and
coordinates all necessary communication and resources.
6.1.2. Provide Documentation
The Project Manager provides the Customer with the following documents to help
facilitate the service implementation process:
• Implementation Questionnaire- gathers critical information needed to
setup and initiate the service. This includes information on the toll-free
numbers, call volume, APIs, and the types of payments being gathered.
• Remote Access Questionnaire- details information needed by Selectron
Technologies to remotely access the Customer's network and application
database, prior to system initiation, to allow for complete system testing.
• Implementation Timetable- details project schedule and all project
milestones.
• Quality Assurance Test Plan- assists the Customer in determining that the
interactive solution is functioning as specified in the Contract.
• Service Acceptance Sign-off Form- indicates that the Customer has verified
service functionality.
6.1.3. Perform Quality Assurance Testing
Selectron Technologies thoroughly tests all applications and integration points prior to
initiation, ensuring system functionality. This includes data read from and written to the
application database and the general ability for a customer to successfully access live
data and complete a transaction.
6.1.4. Provide Installation and Administrative Training
Selectron will provide remote training for the Relay solution. All installation is handled
by Selectron technical staff at our remote hosting facility.
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6.1.5. Provide Marketing Materials
Selectron Technologies provides marketing collateral that the Customer can use to
promote the interactive solution to citizens. Marketing collateral includes a poster, tri-
fold brochure, and business card; standard templates for each item are used. Collateral
is provided to the Customer in PDF format (original Adobe InDesign files are provided
upon request).
Marketing collateral will be provided for each department included in this project.
Selectron Technologies' Project Manager will assist in gathering the correct information
to be displayed on the marketing collateral. Information displayed includes the
following:
• IVR phone number(s)
• Department logo (preferably in EPS format)
• Department address
• A description of functionality
• Additional contact/informational phone numbers
• Samples: where to find account/ permit/ case numbers, etc.
Any changes to the collateral that do not include the items listed above (e.g., design
changes to the template) are billed on a time and materials basis. Any changes to the
marketing materials after final delivery are also billed on a time and materials basis.
6.1.6. Interface Upgrades
After service initiation, Ashland's Tyler Munis database application may release new
updates to their application or its interface. Upgrading the Relay interface to be
compatible with any Ashland application database (or other application database
software) may require professional services outside the scope of this service.
6.2. Ashland, OR
This section outlines the Customer's service implementation and maintenance
requirements and responsibilities.
6.2.1. Return Questionnaires and Information
Selectron Technologies' Project Manager provides Ashland with an implementation
questionnaire. The implementation questionnaire must be returned prior to developing
the call flow design and the implementation timetable.
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6.2.2. Provide Customer Specific Information
The following information should be supplied to Selectron Technologies, in conjunction
with the Implementation Questionnaire, to help create a precisely integrated product.
For further clarification on the format and detail of the following data, refer to the
Implementation Questionnaire or contact your Selectron Technologies' Project
Manager.
• Street names
• Observed holidays
• Extensions used for transfer functions
6.2.3. Provide Remote Network Access to Application Database(s)
In order to fully test the interactive solution, Selectron Technologies requires access to
Ashland's application database(s) prior to installation. The Customer will help facilitate
communication between Selectron and the database vendor.
6.2.4. Provide System Access
Selectron Technologies requires access to the Customer's network and database/
system. Changing or deleting access accounts could lead to disruption in service for the
interactive solution and/or Selectron Technologies' ability to provide timely support.
Please notify Selectron Technologies immediately if the accounts for the Application
Database, payment gateway or network are modified. Ashland is responsible for
providing Selectron with appropriate application database and payment gateway
network access as defined in the System Integration section.
6.2.5. Confirm Service Functionality
Ashland, OR has 30 calendar days after service initiation to verify the functionality of the
interactive solutions. Within the 30-day system acceptance period the Customer should
test system functionality using the provided Quality Assurance Test Plan. Additionally,
the System Acceptance Sign-off form must be sent to Selectron Technologies' Project
Manager within this period.
6.2.6. Contact Customer Support
Anytime the Customer requests a significant change to their Selectron interactive
solution, an authorized contact from the agency must provide acknowledgement to
Selectron's Customer Support Department. A significant change is a modification that
will A) change system behavior, B) allow users to change the system, or C) allow access
to protected data.
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EXHIBIT D
SELECTRON TECHNOLOGIES, INC.
END USER LICENSE AGREEMENT
This End User License Agreement (this "EULA") is part of a Master Services and Hosting Agreement (the
"Master Agreement") between Selectron Technologies, Inc., an Oregon corporation ("Selection", "we", "our", or
"us") and the person or entity identified in the Master Agreement as the Licensee purchasing Services from us
("Licensee"). This EULA governs use by Licensee and all natural persons to whom Licensee provides access to the
Licensed Software (each, an "Authorized User"). In this EULA, unless the context clearly indicates otherwise, all
references to "you," or "your" means both the Licensee and the Authorized User. All capitalized terms used but not
defined in this EULA have the meanings given to them in the Master Agreement.
SELECTRON PROVIDES THE LICENSED SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN
THIS EULA AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. IF YOU DO NOT AGREE TO THE
TERMS OF THIS EULA, SELECTRON WILL NOT AND DOES NOT LICENSE THE LICENSED SOFTWARE TO YOU, AND YOU
MUST NOT USE OR ACCESS THE SOFTWARE.
1. License Grant. Subject to your strict compliance with this EULA, Selectron hereby grants you a non-
exclusive, non-transferable, non-sublicensable, limited license to use the Licensed Software solely in accordance
with the Documentation, the Master Agreement, and this EULA, for Licensee's internal business purposes. The
foregoing license will terminate immediately on the earlier to occur of:
(a) the expiration or earlier termination of the Master Agreement between Selectron and
Licensee; or
(b) your ceasing to be authorized by Licensee to use the Licensed Software for any or no
reason.
2. Scope of License. Subject to and conditioned upon Licensee's timely payment of the fees set forth in the
Master Agreement and your strict compliance with all terms and conditions set forth in this EULA and the Master
Agreement, you have a limited right and license to:
(a) Use and access the Licensed Software in accordance with this EULA and the
Documentation, solely for Licensee's internal business purposes.
(b) Download, display, and use the Documentation, solely in support of Licensee's use and
access of the Licensed Software in accordance herewith.
(c) Download, display, copy, use, and create derivative works of reports and structured data
generated using the Licensed Software, solely for Licensee's internal business purposes.
3. Copies. All copies of the Licensed Software and Documentation made by you:
(a) Will be the exclusive property of Selectron;
(b) Will be subject to the terms and conditions of the Master Agreement and this EULA; and
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(c) Must include all trademark, copyright, patent and other intellectual property rights
notices contained in the original.
4. Use Restrictions. You shall not, directly or indirectly:
(a) Use the Licensed Software beyond the scope of the license granted in the Master
Agreement and Section 2 of this EULA;
(b) Copy all or any portion of the Licensed Software, except as expressly permitted in Section
2 of this EULA;
(c) Decompile, disassemble, decode, or otherwise reverse engineer the Licensed Software,
or any portion thereof, or determine or attempt to determine any source code, algorithms, methods, or techniques
used or embodied in the Licensed Software or any portion thereof;
(d) Modify, translate, adapt or otherwise create derivative works or improvements, whether
or not patentable, of the Licensed Software or any part thereof;
(e) Provide any other person, including any subcontractor, independent contractor, affiliate,
service provider, or other employee of Licensee, with access to or use of the Licensed Software, except as expressly
permitted by the Master Agreement or this EULA;
(f) Distribute, disclose, market, rent, lease, lend, sell, timeshare, sublicense, assign,
distribute, pledge, publish, transfer or otherwise make available the Licensed Software or any features or
functionality of the Licensed Software, to any third party for any reason, whether or not over a network and whether
or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual
private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud or other technology
or service, except as expressly permitted by the Master Agreement or this EULA;
(g) Use the Licensed Software for the commercial or other benefit of a third party;
(h) Permit the Licensed Software to be used for or in connection with any facility
management, service bureau, or time-sharing purposes, services, or arrangements, or otherwise used for processing
data or other information on behalf of any third party;
(i) Remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or
other intellectual property or proprietary rights notices, legends, symbols, or labels appearing on or in the Licensed
Software, including any copy thereof;
Perform, or release the results of, benchmark tests or other comparisons of the Licensed
Software with other software or materials;
(k) Incorporate the Licensed Software or any portion thereof into any other materials,
products, or services, except as expressly permitted by the Master Agreement or this EULA;
(1) Use the Licensed Software for any purpose other than in accordance with the terms and
conditions of this EULA and the Master Agreement.
(m) Use the Licensed Software in, or in association with, the design, construction,
maintenance or operation of any hazardous environments or systems, including (i) power generation systems; (ii)
aircraft navigation or communication systems, air traffic control systems or any other transport management
systems; (iii) safety-critical applications, including medical or life-support systems, vehicle operation applications or
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any police, fire or other safety response systems; (iv) military or aerospace applications, weapons systems or
environments;
(n) Use the Licensee Data or the Licensed Software in any way that is fraudulent, misleading,
or in violation of any applicable laws or regulations (including federal, state, local, and international laws and
regulations), including but not limited to export or import control laws, information privacy laws, and laws governing
the transmission of commercial electronic messages; or
(o) Use the Licensed Software for purposes of competitive analysis of the Licensed Software,
the development of a competing software product or service or any other purpose that is to Selectron's commercial
disadvantage.
5. Collection and Use of Information. Selectron may, directly or indirectly through the services of others,
including by automated means and by means of providing maintenance and support services, collect and store
information regarding your use of the Licensed Software, its performance, the equipment through which the
Licensed Software accessed and used, such as dates and times of use by each Authorized User, activities conducted
using the Licensed Software, the type of web browser used to access the Licensed Software, the operating
system/platform you are using, your IP address, and your CPU speed. You agree that the Selectron may use such
information for any purpose related to the Licensed Software, including but not limited to improving the
performance of the Licensed Software, developing Updates, and verifying compliance with the terms of this
Agreement and enforcing Selectron's rights, including all intellectual property rights in and to the Licensed Software.
6. Intellectual Property Rights. You acknowledge that the Licensed Software is provided under license, and
not sold, to you. You do not acquire any ownership interest in the Licensed Software under this EULA or the Master
Agreement, or any other rights to the Licensed Software other than to use the Licensed Software in accordance with
the license granted under this EULA and the Master Agreement, subject to all terms, conditions and restrictions
contained therein and herein. Selectron reserves and shall retain its entire right, title and interest in and to the
Licensed Software and all intellectual property rights arising out of or relating to the Licensed Software, subject to
the licenses expressly granted in the Master Agreement and this EULA. You shall use commercially reasonable efforts
to safeguard all Licensed Software (including all copies thereof) from infringement, misappropriation, theft, misuse
or unauthorized access.
7. Login Credentials. You, the Authorized User, shall not share or disclose your log-in credentials with or to
any other individual or entity, even if such other individual is also an Authorized User. If you discover or suspect that
log-in credentials of any Authorized User have been accessed or used by anyone other than the individual to whom
such log-in credentials were originally granted, you will promptly notify Selectron, and Selectron shall promptly reset
or provide Licensee with a means of resetting the password associated with such log-in credentials.
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8. Export Regulation. The Licensed Software may be subject to US export control laws, including the US Export
Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release
the Licensed Software to, or make the Licensed Software accessible from, anyjurisdiction or country to which export,
re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws,
regulations and rules, and complete all required undertakings (including obtaining any necessary export license or
other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Licensed Software
available outside the US.
9. Governing Law. This EULA shall be governed by and construed in accordance with the internal laws of the
State of Oregon without giving effect to any choice or conflict of law provision or rule (whether of the State of Oregon
or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State
of Oregon.
PRICING & PAYMENT INFORMATION
Pricing does not include additional application integration charges that maybe required as part of this
solution. This includes Application Vendor API, user, or implementation fees, additional Iicensingfees,
or other surcharges directly or indirectly charged by or remitted to the Application Vendor.
SETUP FEE PAYMENT SCHEDULE
100% Invoiced at time of execution of contracts
PRE-PAID CALL AND MESSAGE BUNDLE FEE SCHEDULE
100% Invoiced 45 days upon anticipated reload of messages
Calls, as defined by the agreement, that are not used rollover to the next qualifying renewal. The
rollover calls from one period may only be used to offset overages in the next immediate period. If
there are no overages from one period, the rollover calls from the prior period expire.
A qualifying renewal is one that is equal to or greater than the previous period. If customer
chooses to reduce the annual plan renewal, rollover calls do not apply.
PRICING SUMMARY
RCS Payments RCS Outbound Total
Year 1 Setup $10,000.00 $3,600.00 $13,600.00
Bundles 18,000.00 6,000.00 24,000.00
37,600.00
Year 2 Bundles 18,000.00 6,000.00 24,000.00
Year 3 Bundles 18,000.00 6,000.00 24,000.00
Year 4 Bundles 18,000.00 6,000.00 24,000.00
Year 5 Bundles 18,000.00 6,000.00 24,000.00
TAXES
Sales Tax or any other applicable taxes are NOT included in any of this proposal's pricing information. If
taxes become applicable, these taxes will then need to be added to the proposed pricing.
PAYMENT TERMS
Terms are net 30 from date of invoice. Past due invoices are subject to a 1.5% per month late fee. All
presented pricing is in US Dollars.
VENDOR INFORMATION
Selectron Technologies, Inc.
12323 SW 66th Avenue Portland, OR 97223
Ph: 503.443.1400 Fax: 503.443.2052
EXHIBIT B
Maintenance and Technical Support
This Exhibit describes the software maintenance and support services that Selectron shall provide for Licensee.
1. Definitions
Unless defined otherwise herein, capitalized terms used in this Exhibit shall have the same meaning as set forth in the
Agreement.
A. "Error" means any failure of the Licensed Software to conform in any material respect with the
Documentation.
B. "Error Correction" means either a bug fix, patch, or other modification or addition that brings the
Licensed Software into material conformity with the Documentation.
C. "Priority A Error" means an Error that renders Licensed Software inoperative or causes a
complete failure of the Licensed Software, as applicable.
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D. "Priority B Error" means an Error that substantially degrades the performance of Licensed
Software, as applicable, or materially restricts Licensee's use of the Licensed Software, as applicable.
E. "Priority C Error" means an Error that causes only a minor impact on Licensee's use of Licensed
Software, as applicable.
II. Error Reporting and Resolution
A. Error Reporting. Selectron shall provide Licensee with telephone customer support twenty-four
(24) hours per day, seven (7) days per week for the reporting of Priority A Errors, and telephone support during
Selectron's normal business hours for the reporting of Priority B and Priority C Errors, in each event excluding
Selectron holidays.
B. Licensed Software Error Resolution. Selectron shall use commercially reasonable efforts to:
(a) notify applicable Vendors of all Licensed Software Errors properly reported by Licensee in accordance with
Section II(A) of this Exhibit B; (b) make available to Licensee any Error Corrections that are made available by such
Vendor(s) to Selectron promptly after such Error Corrections are delivered to Selectron; and (c) update Licensee
with respect to the progress of the resolution of all Licensed Software Errors.
C. Error Resolution. Licensee shall report all Errors in the Licensed Software to Selectron in
sufficient detail, with sufficient explanation of the circumstances under which the Error occurred or is occurring,
and shall reasonably classify the Error as a Priority A, B, or C Error. Selectron shall use commercially reasonable
efforts to correct any Error in the Licensed Software reported by Licensee, in accordance with the priority level
actually assigned by Selectron to such Error, as follows:
1. Priority A Errors. In the event of a Priority A Error, Selectron shall, within two (2) hours
of receiving Licensee's report, commence verification of the Error. Upon verification, Selectron shall use
commercially reasonable efforts to resolve the Error with an Error Correction. Selectron shall use commercially
reasonable efforts to provide a workaround for the Error within twenty-four (24) hours of receiving Licensee's
report of such Error, and an Error Correction within forty-eight (48) hours of receiving Licensee's report. Selectron
shall provide Licensee with periodic reports (no less frequently than once every eight (8) hours) on the status of
the Error Correction.
2. Priority B Errors. In the event of a Priority B Error, Selectron shall, within six (6) hours of
receiving Licensee's report, commence verification of the Error. Upon verification, Selectron shall use
commercially reasonable efforts to resolve the Error with an Error Correction. Selectron shall use commercially
reasonable efforts to provide a workaround for the Error within forty-eight (48) hours of receiving Licensee's
report of such Error, and an Error Correction within six (6) business days of receiving Licensee's report. Selectron
shall provide Licensee with periodic reports (no less frequently than once every twelve (12) hours) on the status of
the Error Correction.
3. Priority C Errors. In the event of a Priority C Error, Selectron shall, within two (2)
business days of receiving Licensee's report, commence verification of the Error. Upon verification, Selectron shall
use commercially reasonable efforts to resolve the Error with an Error Correction. Selectron shall use
commercially reasonable efforts to provide a workaround for the Error within six (6) business days of receiving
Licensee's report of such Error, and an Error Correction within three (3) weeks of receiving Licensee's report.
Selectron shall provide Licensee with periodic reports on the status of the Error Correction.
EXHIBIT C
Statement of Work
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ESelectron
TECHNOLOGIES, INC
Statement of Work
Ashland, OR
Relay
RCS Payments
RCS Outbound
1. Overview ......................................................................................................2
1.1. Revision History 2
2. Functionality .................................................................................................3
2.1. Relay Cloud Services 3
2.2. Relay Cloud Services Outbound 3
2.3. Payment Processing 4
2.4. Languages .........................................................................................................................5
3. System Integration ........................................................................................6
3.1. Application Database Interfaces 6
3.2. Payment Gateway Interfaces 6
4. Deployment Model .......................................................................................8
5. Administrative Tasks .....................................................................................9
5.1. Schedule Outbound Campaigns 9
6. Responsibilities ...........................................................................................10
6.1. Selectron Technologies, Inc 10
6.2. Ashland, OR 11
ESelectron
TECHNOLOGIES, I N C
1. Overview
This Statement of Work (SOW) outlines the services provided by Selectron Technologies, Inc.
(Selectron) to Ashland, OR (Ashland or Customer). The features, functionality, and services are
provided through Selectron Technologies' Relay communication platform (Relay).
1.1. Revision History
Version# Details Date
1.0 Initial Release 6/28/2017
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TECHNOLOGIES, I N C
2. Functionality
This section details the functionality of each application included in Relay. All functions and features
are dependent upon the accessibility of Ashland's Tyler Munis application database to provide the
given data to Relay.
2.1. Relay Cloud Services
Relay Cloud Services is a multi-tenant hosted application, located in Selectron's local
hosting facility. The streamlined nature of the service requires a standardized approach
to the service, with some configuration options as listed in this Statement of Work.
Relay Cloud Services provides Ashland with a 24/7 access center for citizen payments.
Relay Cloud Services will give users the option of making a payment. Payment options
can include credit/debit card or e-check.
2.1.1. IVR Channel
The IVR Channel for Relay Cloud Services provides callers with an Interactive Voice
Response (IVR) system for making payments over the phone. Citizens will enter an
account number via touchtone and the IVR validates this against the Tyler Munis
application database. Once the account is validated, the IVR will speak the total amount
due. The total amount due includes an aggregate of all current and delinquent amounts
owed. The caller will then be given the option of making a payment, including
partial/overpayments. If no payment is due, then the IVR will speak that there is
currently no payment due. Transfers will not be available from the IVR.
2.2. Relay Cloud Services Outbound
Relay Cloud Services (RCS) Outbound provides Ashland with a multi-channel outbound
communication platform capable of sending Voice, SMS, and email messages to citizens.
Two kinds of notifications can be sent: Targeted Notifications, which include dynamic
account data and are designed to be sent to specific recipients; and Static Notifications,
which do not include customer-specific data and are designed as more `general
information' style messaging. Static Notifications can be designed and recorded by
Ashland staff using the web-based administration portal.
With transfers enabled, call recipients will be able to request a transfer to an external
number directly from the outbound call. Each transfer made in this way is treated as an
additional call and counted against Ashland's outbound message bundle. A "call" is
defined as any valid telephone connection (does not include telephony errors and no
answers). A single call is up to 4 minutes in length; each subsequent period up to 4
minutes is considered an additional call.
Ashland's RCS Outbound will include targeted notification messaging in the following
language(s): English, Spanish.
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by Selectron to evidence, maintain, enforce, or defend the For clarity, information about the Licensed Software,
foregoing. Licensee shall not take any action to jeopardize, including information about its features, functionality, and
encumber, limit, or interfere in any manner with pricing, are and shall remain the Proprietary Information
Selectron's or its licensors' ownership of and rights with of Selectron. For further clarity, Licensee Data is and shall
respect to the Licensed Software or Service, or any remain the Proprietary Information of Licensee.
Derivative Work or Update or upgrade thereto. The
Licensed Software and any Work Product are licensed, not Notwithstanding the foregoing, information will not be
sold, and Licensee shall have only those rights in and to the considered to be Proprietary information if (a) it is readily
Licensed Software and Work Product and any Derivative available to the public other than by a breach of this
Work or Update or upgrade thereto as are expressly Agreement; (b) it has been rightfully received by the
granted to it under this Agreement, including the EULA. receiving party from a third party without confidentiality
limitations; (c) it has been independently developed by the
6. Proprietary Information receiving party without reference to or use of the
disclosing party's Proprietary Information; or (d) it was
During the Term of this Agreement and after the rightfully known to the receiving party prior to its first
termination of this Agreement, the parties will take all receipt from the disclosing party. The receiving party shall
steps reasonably necessary to hold the other party's be entitled to disclose the disclosing party's Proprietary
Proprietary Information in confidence, will not use the Information if required by law or a judicial order; provided
disclosing party's Proprietary Information in any manner that the receiving party first provides prompt notice of the
or for any purpose not expressly set forth in this required disclosure to the disclosing party, and complies
Agreement, and will not disclose any such Proprietary with any protective or similar order obtained by the
Information to any third party without the disclosing disclosing party limiting the required disclosure.
party's express prior written consent; provided, however,
that each party (the "receiving party") may disclose 7. Representations and Warranties; Warranty
Proprietary Information of the other party (the "disclosing Disclaimer.
party") (a) to such receiving party's employees, directors,
officers, contractors, and agents (collectively, 7.1 Mutual Representations. Each party
"Representatives") who have a need to know such represents and warrants to the other party that the
information and who have been advised of and have execution, delivery and performance of this Agreement
agreed to comply with the confidentiality restrictions (a) is within its corporate, municipal, or governmental
contained in this Section 6 and (b) to such third parties as powers, as the case may be (b) has been duly authorized
are authorized or directed by the disclosing party in by all necessary corporate, municipal, or governmental
writing. Each party shall be responsible and liable for the action on such party's part, and (c) does not and shall not
actions and omissions of its Representatives. "Proprietary contravene or constitute a default under, and is not and
information" belonging to a disclosing party includes, but shall not be inconsistent with, any law, regulation,
is not limited to, such disclosing party's (a) trade secrets, judgment, decree or order, or any contract, agreement, or
inventions, ideas, processes, formulas, source and object other undertaking, applicable to such party.
codes, data, other works of authorship, know-how,
improvements, discoveries, developments, designs, and 7.2 Limited Software Warranty and
techniques; (b) information regarding its plans for Exclusive Remedy. Subject to the limitations set forth in
research, development, new products, marketing and this Agreement, Selectron represents and warrants to
selling, budgets and unpublished financial statements, Licensee that the Licensed Software, when used in
licenses, prices and costs, suppliers and customers; (c) accordance with the Documentation, shall throughout the
information regarding the skills and compensation of Term substantially conform to the functional specifications
employees, and (d) other information about or belonging in such Documentation. If Licensee finds what it
to such disclosing party that the receiving party should reasonably believes to be a failure of the Licensed
reasonably know, due to the nature of the information or Software to substantially conform to the functional
the circumstances surrounding its disclosure, is regarded specifications in the Documentation, and provides
by the disclosing party as confidential. Proprietary Selectron with a written report that describes such failure
Information includes reports, analyses, notes, and other in sufficient detail to enable Selectron to reproduce such
information or materials that contain or are derived using failure, Selectron shall use commercially reasonable
the disclosing party's Proprietary Information, even if efforts to correct or provide a workaround for such failure
developed in whole or in part by the receiving party. at no additional charge to Licensee in accordance with
s '
Exhibit B hereto. Outside the United States, this limited LICENSED SOFTWARE SHALL BE UNINTERRUPTED, AND
warranty is only available with proof of purchase from an HEREBY DISCLAIMS ANY AND ALL LIABILITY IN
authorized source. EXCEPT FOR THE EXPRESS WARRANTY CONNECTION THEREWITH. LICENSEE ACKNOWLEDGES
ABOVE, SELECTRON PROVIDES THE LICENSED SOFTWARE THAT IT HAS RELIED ON NO WARRANTIES OTHER THAN
TO LICENSEE "AS IS" AND "AS AVAILABLE." SELECTRON THE EXPRESS WARRANTIES IN SECTION 7 AND SECTION 8.5
MAKES NO WARRANTY THAT ALL ERRORS, FAILURES, OR OF THIS AGREEMENT.
DEFECTS SHALL BE CORRECTED, OR THAT ACCESS TO OR
USE OF THE LICENSED SOFTWARE SHALL BE 7.5 Defects Not Covered by Warranties.
UNINTERRUPTED, ERROR-FREE, OR SECURE. NO ORAL OR Selectron shall have no obligations under Section 7.2 to
WRITTEN INFORMATION OR ADVICE PROVIDED BY the extent any nonconformance or failure of, or error in,
SELECTRON, ITS AGENTS, OR ITS EMPLOYEES, SHALL the Licensed Software is caused by (a) use of any
CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE attachment, feature, hardware, software, or device in
SCOPE OF THE WARRANTIES EXPRESSLY PROVIDED IN THIS connection with the Licensed Software, or combination of
AGREEMENT. This Section states the entire liability of the Licensed Software with any other materials or service
,
Selectron and the sole and exclusive remedy of Licensee unless the combination is performed by Selectron;
with respect to any breach of the foregoing express (b) transportation, neglect, misuse, or misapplication of
warranty. the Licensed Software, or any use of the Licensed Software
that is not in accordance with this Agreement, the EULA,
7.3 Limited Services Warranty and and/or the Documentation; (c) alteration, modification, or
Exclusive Remedy. Subject to the limitations set forth in enhancement of the Licensed Software, except as may be
this Agreement, Selectron warrants that the Services shall performed by Selectron; (d) failure to provide a suitable
be performed in a professional and workmanlike manner. use environment for all or any part of the Licensed
Selectron's sole obligation, and Licensee's exclusive Software; or (e) failure to maintain systems and
remedy for breach of the foregoing warranty, is that environments that are compatible with Updates.
Selectron shall use its commercially reasonable efforts to
re-perform the Services or otherwise cure such breach. If, 8. Security
in Selectron's sole judgement, curing the breach is not
commercially feasible, Selectron shall credit Licensee for a 8.1 Internet Security. Selectron's Licensed
portion of the fees allocable to the affected period of time Software is made available through the Internet and may
that is proportionate to the period the Services or be used to access and transfer information over the
Licensee's ability to access or use the Licensed Software Internet. Licensee is solely responsible for the security and
was impaired. integrity of information it transfers from the Licensed
Software, if any. Selectron makes no representations or
7.4 Disclaimer of Other Warranties. THE warranties to Licensee regarding (a) the security or privacy
EXPRESS WARRANTIES SET FORTH IN THIS SECTION 7 AND of Licensee's network environment, or (b) any third-party
SECTION 8.5 CONSTITUTE THE ONLY WARRANTIES MADE technologies' or services' ability to meet Licensee's
BY SELECTRON WITH RESPECT TO THE LICENSED security and privacy needs. These third-party technologies
SOFTWARE AND THE SERVICES AND ANY OTHER SUBJECT and services may include, but are not limited to, operating
MATTER OF THIS AGREEMENT. SELECTRON MAKES NO systems, database management systems, web servers, and
OTHER, AND HEREBY DISCLAIMS ALL OTHER, payment processing services. Licensee is solely
REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF responsible for ensuring a secure environment for
ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT information it transfers from the Licensed Software, if any.
OR BY OPERATION OF LAW), OR STATUTORY, WITH Further, Licensee acknowledges and agrees that Selectron
RESPECT TO THE LICENSED SOFTWARE, THE SERVICES, OR does not operate or control the Internet and that Selectron
ANY OTHER SUBJECT MATTER OF THIS AGREEMENT. shall have no responsibility or liability in connection with a
SELECTRON EXPRESSLY DISCLAIMS ALL WARRANTIES OR breach of security or privacy regarding the Licensed
CONDITIONS OF MERCHANTABILITY, FITNESS FOR A Software or information contained therein that is caused
PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT, by (a) viruses, worms, Trojan horses, or other undesirable
AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF data or software; (b) unauthorized users, e.g., hackers; or
DEALING, COURSE OF PERFORMANCE, OR USAGE OF (c) any other third party or activity beyond Selectron's
TRADE. SELECTRON DOES NOT WARRANT THAT ANY USE reasonable control; in each of the foregoing cases, except
OF OR ACCESS TO THE LICENSED SOFTWARE SHALL BE to the extent caused by Selectron's breach of Section 8.4
ERROR-FREE OR SECURE, OR THAT OPERATION OF THE or 8.5.
8.2 Remote Access Security. In order to though Licensee does not know what or how extensive
enable code development and support and maintenance those injuries or damages might be, unless such losses
of the software, Selectron may require remote access were directly attributable to Selectron's gross negligence
capability. Remote access is normally provided by or willful misconduct.
installing PC-Anywhere, ControllT, or other industry
standard remote access software. It may also be provided 8.4 Privacy and Security Standards.
through a Licensee solution such as VPN access. Selectron agrees that it will gather, collect, receive,
Regardless of what method is used to provide remote generate, store, use, maintain, transmit, process, import,
access, or which party provides remote access software, it export, transfer and disclose the Licensee Data
is Licensee's responsibility to ensure that the remote substantially in compliance with applicable data
access method meets Licensee's security requirements. protection, security, breach notification and privacy laws,
Selectron makes no representations or warranties to rules, regulations and industry standards to which
Licensee regarding the remote access software's ability to Selectron is subject. Selectron shall, at all times, use
meet Licensee's security or privacy needs. Selectron also reasonable measures to protect the confidentiality of the
makes no recommendation for any specific package or Licensee Data in its possession or care, including technical,
approach with regard to security. Licensee is solely administrative, and physical safeguards that are
responsible for ensuring a secure network environment. appropriate given the nature of the Licensee Data.
8.3 Outbound Services Disclaimer. 8.5 PCI Compliance. Selectron warrants
Outbound services are intended to create additional that, during the Term of this Agreement, (a) all system
methods of communication for Licensee's employees who components, people, processes, and the cardholder data
use the Licensed Software in support of existing processes. environment that are used in Selectron's collection,
These services are not intended to replace all interaction transmittal, or other processing of PCI Data on behalf of
with Licensee's end users or employees. While the Licensee are and shall remain compliant with the
outbound services have been created with the best applicable provisions of PCI DSS; and (b) Selectron
available tools and practices, they are dependent on PayEngine'", Selectron's proprietary payment application,
infrastructure that is inherently not fail-proof, including is and shall remain compliant with PA-DSS. On an annual
but not limited to infrastructure such as software, basis or upon Licensee's request, Selectron shall provide
computer hardware, network services, telephone services, Licensee with an Attestation of Compliance or Attestation
and e-mail. Examples of situations that could cause failure of Validation confirming such compliance.
include but are not limited to: down phone lines, all lines
busy, equipment failure, email address changes, and 8.6 Incident Response. In the event
Internet service disruptions. For this reason, while Selectron becomes aware of a confirmed or suspected
outbound services are valuable in providing enhanced Security Incident involving the unauthorized disclosure or
communication, they are specifically not designed to be theft of PCI Data, Selectron shall (a) notify Licensee, (b)
used as the sole method to deliver critical messages. cooperate in any investigation, (c) promptly take
Licensee acknowledges that it is aware of the potential reasonable measures to prevent further unauthorized
hazards associated with relying on an automated access or use of the Licensee Data, (d) cooperate with
outbound service feature, when using the Licensed Licensee's notification to affected individuals if such
Software, and Licensee acknowledges and agrees that it is notification is required by applicable law or regulation, and
giving up in advance any right to sue or make any claim (e) perform all such other acts, or cooperate with
against Selectron, and that Licensee forever releases Licensee's performance of all such other acts, that are
Selectron from any and all liability caused by (a) any failed required with respect to such Security Incident by
call attempts (including excess of calls over and above applicable law or regulation.
network or system capacity), incomplete calls, or any busy-
outs; (b) any failure to transmit, obtain or collect data from 8.7 Limited Scope of PCI Data Processing.
callers or for human and machine errors, faulty or The parties acknowledge that Selectron's sole processing
erroneous input, inarticulate caller communication, caller of PCI Data on behalf of Licensee shall consist of (a)
delays or call lengths exceeding estimated call lengths or collecting PCI Data needed to facilitate payments to
omissions, delays and losses in connection with the Licensee, (b) transmitting such PCI Data to a third party
Services provided hereunder; or (c) if Licensee, Licensee's payment gateway designated by Licensee, and (c)
employees, or Licensee's end user suffer injury or damage receiving confirmation via the payment gateway that the
due to the failure of outbound services to operate, even payment transaction has been completed. After
transmittal of PCI Data to the payment gateway, Selectron infringing materials; (b) replace or modify the potentially
will not retain, store, or continue to use or process such infringing materials to make them non-infringing; or
PCI Data. (c) terminate this Agreement and provide Licensee with a
refund equal to the set-up fees paid by Licensee, less an
8.8 Data Transfers Between Licensee and amount equal to the depreciated portion of such fees
Selectron. The parties acknowledge that, to facilitate calculated on a five (5) year straight-line basis. This
providing the Services and the Licensed Software, Section 9.1 states the entire liability of Selectron and the
Selectron and Licensee shall regularly transfer Licensee exclusive remedy of Licensee with respect to infringement
Data to each other. Licensee, not Selectron, is responsible of any third-party intellectual property or other rights,
for providing and maintaining a secure file transfer whether under theory of warranty, indemnity, or
protocol for such transfer of Licensee Data, and shall be otherwise.
responsible for maintaining the security of the system
components, environment, and procedures of such file 9.2 Infringement Indemnity Obligations of
transfer protocol. Licensee. Selectron shall have no liability for any claim
based upon (a) the use, operation, or combination of the
8.9 Licensee's Privacy Practices. Licensee Licensed Software with non-Selectron programs, data,
acknowledges that the Licensee Data includes information equipment, or documentation if liability would have been
about individuals with whom Licensee, rather than avoided but for such use, operation, or combination;
Selectron, has direct relationships. Therefore, it is (b) use of other than the then-current, unaltered version
Licensee's obligation, and not Selectron's obligation, to of the Licensed Software that incorporates all Updates;
provide any privacy notices or disclosures to, and obtain (c) Licensee's or its agents' or Employees' activities after
any consent from, such individuals as may be required by Selectron has notified Licensee that Selectron believes
applicable law with respect to processing of the Licensee such activities may result in infringement; (d) any
Data by Selectron on Licensee's behalf. Licensee modifications to or markings of the Licensed Software that
represents, warrants, and covenants to Selectron that (a) are not specifically authorized in writing by Selectron;
Licensee has the authority to transmit the Licensee Data to (e) any third party software; (f) any Licensee Data; or
Selectron; and (b) Selectron's collection, storage, (g) Licensee's breach or alleged breach of this Agreement.
transmittal, and other processing of the Licensee Data on To the extent limited by ORS 30.260 - 30.300 (Oregon Tort
behalf of Licensee, as described in the Documentation and Claims), Licensee shall indemnify, defend, and hold
this Agreement, does not and will not violate any Selectron harmless for, from and against all liabilities,
applicable laws, regulations, ordinances, contracts, costs, damages, and expenses (including reasonable
policies, orders, or decrees to which Licensee is subject. attorney's fees) awarded against or incurred by Selectron
in such action(s) that are attributable to such claim.
9. Indemnification
9.3 Security Related Indemnity Obligations
9.1 Infringement Indemnity Obligations of of Selectron. If an investigation performed by a qualified
Selectron. Selectron shall defend any action brought third party forensic investigator confirms that a Security
against Licensee to the extent it is based on a third party Incident was caused solely by an act or omission of
claim that use by Licensee of the Licensed Software as Selectron, including any security vulnerability in system
furnished hereunder, which use is in accordance with the components, procedures, or environments owned or
terms and conditions of this Agreement, directly infringes controlled by Selectron, then Selectron shall defend,
or misappropriates any valid United States patent, indemnify, and hold harmless Licensee for, from and
copyright, or trade secret. Selectron shall pay any against all liabilities, costs, damages, fines, penalties, and
liabilities, costs, damages, and expenses (including expenses (including reasonable attorney's fees) incurred
reasonable attorney's fees) finally awarded against by Licensee as a result of such Security Incident, including
Licensee in such action that are attributable to such claim. the reasonable costs of investigation and reasonable costs
Licensee agrees to promptly notify Selectron of any known of notification to affected individuals and providing credit
or suspected infringement or misappropriation of monitoring or other fraud prevention services, but only to
Selectron's proprietary rights of which Licensee becomes the extent such notification, credit monitoring, or other
aware. Should the Licensed Software become, or be likely fraud prevention services are required by applicable laws,
to become in Selectron's opinion, the subject of any claim regulations, a court order or consent decree, or the terms
of infringement, Selectron may, at its option (a) procure of a settlement and release of claims arising from such
for Licensee the right to continue using the potentially
Security Incident that Selectron has consented to the indemnitee's consent shall be required for any
(collectively, "Losses"). settlement that does not include a full release of all claims.
If the indemnitor fails to assume the defense of such claim
9.4 Security Related Indemnity Obligations within ten (10) business days after receipt of notice of the
of Licensee. Selectron shall have no liability or obligation claim, the indemnitee will (upon delivering notice to such
to defend or indemnify Licensee with respect to any Losses effect to the indemnitor) have the right to undertake, at
caused by Licensee's breach of Sections 8.8 or 8.9 or any the indemnitor's cost and expense, the defense,
Security Incident to the extent caused in whole or in part compromise or settlement of such claim on behalf of and
by an act or omission of Licensee or any third party (other for the account and risk of the indemnitor; provided,
than Selectron's subcontractors) or any of their affiliates, however, that such claim shall not be compromised or
employees, directors, officers, agents, or contractors settled without the written consent of the indemnitor. The
(other than Selectron), including without limitation any of party that assumes control of the defense of the claim will
the following acts or omissions: (a) their loss of control of keep the other party reasonably informed of the progress
any device, (b) their failure to maintain the confidentiality of any such defense, compromise or settlement.
of log-in credentials, (c) their transmission of data via Notwithstanding the foregoing, the indemnitee shall be
methods that are not secure, (d) their failure to maintain entitled to conduct its own defense at the cost and
systems and environments that are compatible with any expense of the indemnitor if the indemnitee establishes
Update, (e) their violation of the applicable terms of this that the conduct of its defense by the indemnitor would
Agreement or any applicable laws, regulations, or industry reasonably be likely to prejudice materially the indemnitee
standards, or (f) any vulnerability in their environment, due to a conflict of interest between the indemnitee and
systems, hardware, software, or physical or administrative the indemnitor; and provided further that in any event, the
security safeguards or procedures, including without indemnitee may participate in such defense at its own
limitation any vulnerability in the file transfer protocol expense.
maintained by Licensee pursuant to Section 8.8. To the
extent limited by ORS 30.260 - 30.300 (Oregon Tort 10. Limitation of Liability
Claims), Licensee shall indemnify, defend, and hold
harmless Selectron for, from and against all Losses arising 10.1 Limited Remedy. EXCEPT AS EXPRESSLY
from any such Security Incident or Licensee's breach of PROVIDED HEREIN, TO THE MAXIMUM EXTENT ALLOWED
Sections 8.8 or 8.9, including without limitation any BY APPLICABLE LAW, IN NO EVENT SHALL SELECTRON OR
expenses incurred by Selectron in complying with its ITS SUPPLIERS OR LICENSORS BE LIABLE FOR, OR BE
obligations under Section 8.6. OBLIGATED TO INDEMNIFY LICENSEE FOR, ANY LOSS OF
PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA, OR
9.5 Conditions for Indemnification. The INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL,
parties' indemnification obligations hereunder shall apply INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE
only if (a) the party to be indemnified (the "indemnitee" DAMAGES OF ANY KIND OR OTHER ECONOMIC LOSS
notifies the party obligated to indemnify them (the ARISING FROM OR RELATING TO THIS AGREEMENT OR THE
"indemnitor") in writing of a claim promptly upon learning SUBJECT MATTER HEREOF, EVEN IF SELECTRON HAS BEEN
of or receiving the same; and (b) the indemnitee provides ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
the indemnitor with reasonable assistance requested by HOWEVER CAUSED.
the indemnitor, at the indemnitor's expense, for the
defense and settlement, if applicable, of any claim. The 10.2 Maximum Liability. Notwithstanding
indemnitee's failure to perform any obligations or satisfy anything in this Agreement to the contrary or the failure of
any conditions under this Section 9.5 shall not relieve the essential purpose of any limited remedy or limitation of
indemnitor of its obligations hereunder except to the liability, Selectron's entire liability arising from or relating
extent that the indemnitor can demonstrate that it has to this Agreement or the subject matter hereof, under any
been materially prejudiced as a result of such failure. legal theory (whether in contract, tort or otherwise), shall
not exceed the amounts actually received by Selectron
9.6 Control of Defense. After receipt of from Licensee hereunder in the twelve (12) months
notice of a claim, the indemnitor shall be entitled, if it so immediately preceding the action that gave rise to the
elects, at its own cost, risk and expense (a) to take control claim. Licensee acknowledges that the Service Fees reflect
of the defense and investigation of such lawsuit or action; the allocation of risk set forth in this Agreement and that
and (ii) to employ and engage attorneys of its own choice Selectron would not enter into this Agreement without the
to handle and defend the same; provided, however, that limitations on liability set forth in this Agreement.
11. Term and Termination shall, at its sole expense, return to Selectron (or destroy,
at Selectron's sole election) all Licensed Software and
11.1 Term. The term of this Agreement shall Proprietary Information of Selectron (and all copies,
commence on the Effective Date and continue for an initial summaries, and extracts thereof) then in the possession or
period of five (5) years therefrom (the "Initial Term"), and under the control of Licensee and its current or former
shall automatically renew for successive one (1) year employees. Licensee shall furnish to Selectron an affidavit
periods unless either party notifies the other of its signed by an officer of Licensee certifying that, to the best
intention not to renew at least ninety (90) days before the of its knowledge, such delivery or destruction has been
end of the then-current term (collectively, the "Term"). If fully effected. Termination of this Agreement by either
Licensee cancels prior to the end of the Initial Term of five party shall not act as a waiver of any breach of this
(5) years, all fees for the Initial Term of this agreement that Agreement and shall not act as a release of either party
are unpaid will become immediately due. from any liability for breach of such party's obligations
under this Agreement. Neither party shall be liable to the
11.2 Termination for Default. If either party other for damages of any kind solely as a result of
materially defaults in any of its obligations under this terminating this Agreement in accordance with its terms.
Agreement, the non-defaulting party, at its option, shall Either party's termination of this Agreement shall be
have the right to terminate this Agreement by written without prejudice to any other right or remedy that it may
notice to the other party unless, within sixty (60) calendar have at law or in equity, and shall not relieve either party
days after written notice of such default, the defaulting of liability for breaches occurring prior to the effective date
party remedies the default, or, in the case of a default of such termination. Any provisions that would reasonably
which cannot with due diligence be cured within a period be expected by the parties to survive termination of this
of sixty (60) calendar days, the defaulting party institutes Agreement shall survive such termination, including
within the sixty (60) day-period substantial steps necessary without limitation the provisions of the EULA and
to remedy the default and thereafter diligently prosecutes Sections 1 ("Definitions"), 2.2 ("Software Restrictions"),
the same to completion. Notwithstanding anything herein 2.3 ("Data Restrictions"), 2.4 ("Rights in Aggregate Data"),
to the contrary, in the event Licensee breaches the EULA 4 ("Fees and Payment") (with respect to amounts accrued
or Sections 2.2, 5 and/or 6 of this Agreement, Selectron but as-yet unpaid), 5 ("Proprietary Rights"), 6 ("Proprietary
may immediately terminate this Agreement. Licensee information"), 7 ("Representations and Warranties;
shall notify Selectron within twenty-four (24) hours of Warranty Disclaimer"), 8 ("Security"), 9
Licensee's becoming aware of any breach (other than by ("Indemnification"), 10 ("Limitation of Liability"), 11
Selectron) of the terms and conditions of this Agreement, ("Term and Termination") and 12 ("General Provisions").
including, without limitation, any breach of Sections 2.2, 5
or 6. 12. General Provisions
11.3 Termination for Bankruptcy. Either 12.1 Notices. Any notice, request, demand or
party may terminate this Agreement if the other party other communication required or permitted hereunder
(a) becomes insolvent; (b) fails to pay its debts or perform shall be in writing, shall reference this Agreement, and
its obligations in the ordinary course of business as they shall be deemed to be properly given (on the earliest of)
mature; (c) is declared insolvent or admits its insolvency or (a) when delivered personally; (b) when sent by facsimile,
inability to pay its debts or perform its obligations as they with written confirmation of receipt; or (c) upon receipt
mature; or (d) becomes the subject of any voluntary or three (3) days after having been sent by registered or
involuntary proceeding in bankruptcy, liquidation, certified mail, return receipt requested, postage prepaid.
dissolution, receivership, attachment, or composition, or All notices shall be sent to the address set forth on the
makes a general assignment for the benefit of creditors, signature page below (or to such other address as may be
provided that, in the case of an involuntary proceeding, designated by a party by giving written notice to the other
the proceeding is not dismissed with prejudice within sixty party pursuant to this Section 12.1).
(60) days after the institution thereof.
12.2 Governing Law; Jurisdiction. This
11.4 Effect of Termination. Upon the Agreement shall be governed by and construed in
expiration or termination of this Agreement, all rights and accordance with the laws of the State of Oregon, U.S.A.,
licenses granted to Licensee hereunder shall immediately without reference to its conflicts of law provisions. The
and automatically terminate. Within ten (10) days after United Nations Convention on Contracts for the
any termination or expiration of this Agreement, Licensee International Sale of Goods does not apply to and shall not
v
be used to interpret this Agreement. Any dispute foregoing, Licensee agrees that Section 7.4 will remain in
regarding this Agreement must be brought in the state or effect notwithstanding the unenforceability of any other
federal courts located in Multnomah County, Oregon, provision hereof.
U.S.A.
12.8 Independent Contractor Relationship.
12.3 Construction. This Agreement has been Selectron's relationship with Licensee will be that of
negotiated by the parties and their respective counsel. independent contractor, and nothing contained in this
This Agreement shall be interpreted fairly in accordance Agreement shall be deemed or construed as creating a
with its terms and without any construction in favor of or joint venture, partnership, or employer-employee
against either party. relationship. Licensee is not an agent of Selectron and is
not authorized to make any representation, contract, or
12.4 Attorneys' Fees. If any legal action is commitment on behalf of Selectron, or to bind Selectron
brought relating to this Agreement or the breach hereof, in any way. Selectron is not an agent of Licensee and is not
the prevailing party in any final judgment shall be entitled authorized to make any representation, contract, or
to the full amount of all reasonable expenses, including all commitment on behalf of Licensee, or to bind Licensee in
court costs and reasonable attorney fees paid or incurred. any way. Selectron will not be entitled to any of the
benefits that Licensee may make available to its
12.5 Injunctive Relief. In the event that employees, such as group insurance, profit sharing, or
Licensee breaches any provision of the EULA or Sections 2, retirement benefits.
5, or 6 or any other material provision of this Agreement,
Licensee acknowledges and agrees that there may be no 12.9 Force Majeure. Except for the payment
adequate remedy at law to compensate Selectron for such of monies due hereunder, neither party shall be
breach, that any such breach may result in irreparable responsible or have any liability for any delay or failure to
harm to Selectron that would be difficult to measure; and, perform to the extent due to unforeseen circumstances or
therefore, that upon any such breach or threat thereof, causes beyond its reasonable control, including, without
Selectron shall be entitled to seek injunctive and other limitation, acts of God, earthquake, fire, flood, embargoes,
appropriate equitable relief (without the necessity of labor disputes and strikes, riots, war, error in the coding of
proving actual damages or of posting a bond or other electronic files, Internet or other network "brownouts" or
security), in addition to whatever remedies Selectron may failures, power failures, novelty of product manufacture or
have at law, in equity, under this Agreement, or otherwise. other unanticipated product development problems, and
acts of civil and military authorities; provided that such
12.6 Waiver. The waiver by either party of a party gives the other party prompt written notice of the
breach of or a default under any provision of this failure to perform and the reason therefor and uses its
Agreement, shall be in writing and shall not be construed reasonable efforts to limit the resulting delay in its
as a waiver of any subsequent breach of or default under performance and to mitigate the harm or damage caused
the same or any other provision of this Agreement, nor by such delay.
shall any delay or omission on the part of either party to
exercise or avail itself of any right or remedy that it has or 12.10 Public Announcements. Licensee shall
may have hereunder, operate as a waiver of any right or cooperate with Selectron so that Selectron may issue a
remedy. press release concerning this Agreement; provided,
however, Selectron may not release any such press release
12.7 Severability. If the application of any without the prior approval of Licensee (which shall not be
provision of this Agreement to any particular facts or unreasonably withheld, delayed, or conditioned).
circumstances shall be held to be invalid or unenforceable, However, without seeking prior approval in each instance,
then (a) the validity and enforceability of such provision as Selectron shall have the right to use Licensee's name as a
applied to any other particular facts or circumstances and customer reference, and to use Licensee's trade name on
the validity of other provisions of this Agreement shall not Selectron's customer lists.
in any way be affected or impaired thereby, and (b) such
provision shall be enforced to the maximum extent 12.11 U.S. Government Rights. (a) The
possible so as to effect the intent of the parties, and Licensed Software is a "commercial item," as that term is
reformed without further action by the parties, to the defined at 48 C.F.R. 2.101, consisting of "commercial
extent necessary to make such provision valid and computer software" and "commercial computer software
enforceable. Without limiting the generality of the documentation," as such terms are used in 48 C.F.R.
12.212 or 48 C.F.R. 227.7202, as applicable. Consistent liabilities, and costs and expenses (including without
with 48 C.F.R. 12.212 and 48 C.F.R 227.7202-1 through limitation attorneys' fees and costs) arising out of
227.7202-4, the Licensed Software are licensed to any U.S. Licensee's violation of such export control laws. Licensee
Government End Users (i) only as a commercial item and further agrees to comply with the United States Foreign
(ii) with only those rights as are granted to all other end Corrupt Practices Act, as amended.
users pursuant to the terms and conditions herein.
Manufacturer is Selectron Technologies, Inc., 12323 SW 12.13 Captions and Section Headings. The
66th Avenue, Portland, OR 97223, USA. This Section, captions and Section and paragraph headings used in this
consistent with 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202 Agreement are inserted for convenience only and shall not
is in lieu of, and supersedes, any other Federal Acquisition affect the meaning or interpretation of this Agreement.
Regulation, Defense Federal Acquisition Regulation
Supplement, or other clause or provision that addresses 12.14 Counterparts. This Agreement may be
United States Government rights in computer software, signed in one or more counterparts, each of which will be
technical data, or computer software documentation. deemed to be an original copy of this Agreement, and,
when taken together, shall be deemed to constitute one
(b) The parties agree that, in the event that Licensee and the same agreement. Each party agrees that the
is a governmental entity, all other state and local delivery of this Agreement by facsimile transmission or by
governments within Licensee's state may purchase a PDF attachment to an e-mail transmission will be deemed
license from Selectron to use the Licensed Software under to be an original of the Agreement so transmitted and, at
the same terms and conditions as set forth in this the request of either party, the other party will confirm
Agreement by entering into a master services and hosting facsimile or e-mail transmitted signatures by providing the
agreement with the same terms and conditions as set forth original document.
herein with Selectron.
12.15 Modification; Subsequent Terms. No
12.12 Export Controls. The Licensed Software amendment or modification of any provision of this
is subject to the export control laws of the United States Agreement shall be effective unless in writing and signed
and other countries. Licensee may not export or re-export by a duly authorized signatory of Selectron and Licensee.
the Licensed Software, unless Licensee has first obtained To the extent that the terms and conditions of the Exhibits
Selectron's prior written permission and the appropriate hereto or Exhibits to subsequent amendments or
United States and foreign government licenses, at modifications of or to the Agreement ("Subsequent
Licensee's sole expense. Licensee must otherwise comply Terms") differ from those herein, those Subsequent Terms
with, and contractually require that all of its employees shall control the interpretation and any conflict resolution
comply with, all applicable export control laws and thereof. The terms on any purchase order or similar
regulations in the use of the Licensed Software. None of document submitted by Licensee to Selectron will not
the Licensed Software may be downloaded or otherwise modify the terms and conditions of this Agreement.
exported or re-exported (a) into any country for which the
United States has a trade embargo, or (b) to anyone on the 12.16 Entire Agreement; Amendment. This
U.S. Treasury Department's list of Specially Designated Agreement, including the Exhibit(s) attached hereto,
Nationals or the U.S. Commerce Department's Denied constitutes the entire agreement between the parties
Persons List. Licensee represents and warrants that it is concerning the subject matter hereof, and supersedes
not located in, under the control of, or a national or (a) all prior or contemporaneous representations,
resident of any such country or on any such list. Licensee discussions, proposals, negotiations, conditions,
shall defend, indemnify and hold Selectron and all agreements, and communications, whether oral or
successors, assigns, affiliates, suppliers, and each of their written, between the parties relating to the subject matter
officers, directors, employees, and agents harmless for, of this Agreement, and (b) all past courses of dealing and
from, and against any and all claims, allegations, damages, industry custom.
I
In Witness Whereof, the parties have caused this Agreement to be executed by duly authorized representatives of the parties
as of the Effective Date.
SELECTR
",:TECH OGIE~~~ LICENSEE
By: ; j By: J~ 4~~
Sikat re Si ature
Name: Todd A. Johnston Name: ti a4:° 5
Title: President Title: T I M C t l``( AJ NL w) r ~
Date: I ' I Date:
Address: 12323 SW 66`h Avenue Address: y - lVl 4(A,
Portland, OR 97223 { L cP
qX Zt
OVED 0 FORM
Ashland City Attomey
i
EXHIBIT A
Scope of Work
RELAY CLOUD SERVICES PAYMENTS IVR
SETUP FEES
Quantity Item Unit Price Extended Price
1 Custom Real Time Integration Fee - Tyler Munis $5,000 $5,000
1 Spanish Add On $2,500 WAIVED
1 Partial Payment Add On $2,500 WAIVED
1 Custom Min/Max Payments $1,500 WAIVED
1 Open Edge Integration Fee $5,000 $5,000
SETUP FEE SUBTOTAL $10,000
ANNUAL FEES
Extended Quantity Item Unit Price
Price
1 Annual Service Fee $6,000 $6,000
18,000 Per Call Fee* $0.50 $9,000
12,000 Per IVR Payment Fee* $0.25 $3,000
ANNUAL FEE SUBTOTAL" $18,000
* Estimated annual fees presented in the pricing table are based on volume estimates. Price will vary
based on actual volume.
Pricing outlined above assumes a 5 year initial contract term
r
RCS PAYMENT SCOPE
The Relay Cloud Services Payment system offers the ability to make payments via IVR. The following
features are offered as part of the RCS Payment system:
• A customer account number is input via touchtone and validated to access payment balance data
• The system reads/ views the payment amount due and date
• The payment is collected via credit/debit card only. Partial, full and over payments are allowed.
• The system will allow for minimum and maximum payment thresholds to be established
• The system supports AVS and CVV2
• RCS sends back payment reconciliation data (amount paid, date/time, associated with account)
• A standard payment summary report is provided
Assumptions
• RCS is maintained in a multi-tenant, Software as a Service (SaaS) environment, hosted by Selectron.
• The City of Ashland is absorbing the payment fees (i.e. customers are not being charged a convenience
fee to be paid to Selectron)
• The City of Ashland is responsible for all payment processing and payment gateway fees direct from
OpenEdge. These fees do not flow through Selectron.
• A "call" is defined as any valid telephone connection (does not include telephony errors and no
answers . A single call is upto 4 minutes in length; each subsequent period uPto 4 minutes is
considered an additional call.
• The City of Ashland has elected to not allow transfers off of the RCS Payments IVR.
Payment Gateway Integration
• The payment gateway that RCS Payments will be integrating to is Open Edge.
Application Database Integration
Selectron will be integrating to Tyler Munis. In order to successfully integrate in a real-time fashion with
the application database, Selectron utilizes the following two types of integration:
1. A Web-Service API, exposed via HTTPs accessible without special networking considerations. Methods
required include:
• GetPayment due (passing in account number, some authentication)
• ApplyPayment (passing in account number, some authentication)
2. Site-to-site pinhole tunnel that allows TCP/IP traffic between RCS and the database interface on premise
If neither of these connectivity options are available, a Selectron-defined flat file can be imported and
exported with manual reconciliation via the payment report. This is a non-realtime alternative. Please
note that no VPN connectivity is permitted in the RCS multi-tenant environment.
RELAY CLOUD SERVICES OUTBOUND
SETUP FEES
Quantity Item Unit Price Extended Price
1 Customer Setup (includes Voice, Email, and SMS channels, and $5,000 $5,000
Static Notifications)
2 Dynamic Notifications (created by Selectron) $1,500 $3,000
2 Add On Spanish for Dynamic Notifications $300 $600
1 Transfers to Relay IVR* $1,500 Waive
SETUP FEE SUBTOTAL $8,600
RCS Payment Discount 5 000
SETUP FEE SUBTOTAL w/ Setup Fee Waived $3,600
PRE-PAID MESSAGE BUNDLES
Quantity Transaction Bundles Unit Price Extended Price
1 20,000 Delivered Messages $6,000 $6,000
0 50,000 Delivered Messages $10,000 $0
0 100,000 Delivered Messages $15,000 $0
PRE-PAID MESSAGE BUNDLE SUBTOTAL $6,000
Pre-Paid Messages Purchased 20,000
Average Cost Per Message $0.30
RCS OUTBOUND TOTAL* $9,600
Includes Setup and Message Bundles
* Customer Setup Fee is Waived if RCS Payment IVR is Purchased at the some time
a
RCS OUTBOUND SCOPE
The Relay Cloud Services Outbound system offers the following functionality.
• English Notifications with Spanish Add On Option for Dynamic Notifications
• Static Notification: General Information/ non-account specific messages that are configured and
recorded
by the Customer.
• Dynamic Notifications: Account-specific message created by Selectron that utilizes account
specific information that is accessed through flat file provided by the City of Ashland.
Dynamic Notifications to be created for Ashland include:
• Delinquent Account Notification with option to transfer to IVR to make payment without need to
authenticate
• Impending Shutoff Notification with option to transfer to IVR to make payment without need to
authenticate
• Flat file information, consisting of call lists and account information, can be uploaded directly on the RCS
website or automatically placed and uploaded via an FTP site.
• RCS Outbound has a web-based interface to configure and send messages as campaigns.
Campaigns are initiated by the Customer; however Dynamic Notifications outlined above
are automated by Selectron based on system data.
Outbound messages are purchased in annual message bundles. Messages, as defined by the
agreement, that are not used rollover to the next qualifying renewal. The rollover messages
from one period may only be used to offset overages in the next immediate period. If there are
no overages from one period, the rollover messages from the prior period expire.
Aqualifying renewal is one that is equal to orgreaterthan the previous period. If customer chooses
to reduce the annual plan renewal, rollover messages do not apply.
Purchase Order
Fiscal Year 2018 Page: 1 of: 1
1 His PO NUMBER MUST APPEAR ON ALL
B City of Ashland INVOICES, AND SHIPPING DOCUMENTS
ATTN: Accounts Payable Purchase
L 20 E. Main 20180910
Ashland, OR 97520 Order #
T Phone: 541/552-2010
O Email: payable@ashland.or.us
V H C/O Utility Billing Division
E SELECTRON TECHNOLOGIES, INC 1 20 East Main St
N 12323 SW 66TH AVE P Ashland, OR 97520
D PORTLAND, OR 97223 Phone: 541/488-6004
O T Fax: 541/552-2059
R O
Vendor Phone Number Vendor_FaNumhse-Fe_sustt =m = t = _ rend
J- - - -
B n Morrison
Date Ordered-_ Vendor Number -Wqe_R.e ired=hti- =pair ment/Location
-
08/07/2017 3630 City Accounts Payable
flaw lnit Eire Extended Pride-
Item# _ Q serTtla PartN' _
IVR Software
1 Interactive Voice Response Software 1 $37,600.0000 $37,600.00
Selectron Technologies, Inc. Master Services and Hosting
Agreement
Terms: Per 11.1 term of agreement shall commence on the
Effective Date and continue for an initial five (5) years and shall
automatically renew for successive one (1) year periods unless
either party notifies the other 90 days prior to the end of
then-current term."
Project Account:
GL SUMMARY
030700 - 604100 $37,600.00
I ,
By ~ Date:
uthor d Signature i P Total $37,600.00
aCITY OF
FORM #3 1'^q ASHLAND
REQUISITION ate of request: 7/24/17
a e Required date for delivery: asap
Vendor Name Salartmn TarhnnlnnPc Inn
Address, City, State, Zip 12323 SW 66th Ave Portland OR 97223
Contact Name & Telephone Number Rob DeVries, Senior Account Executive (503) 443-1400
Fax Number
SOURCING METHOD
X Exempt from Competitive Bidding ❑ Ememenc
❑ Reason for exemption: ❑ Invitation to Bid (Copies on file) ❑ Form #13, Written findings and Authorization
X AMC 2.50.090 (I) (2) . Date approved by Council: ❑ Written quote or proposal attached
❑ Written quote or rd osal attached
❑ Small Procurement Cooperative Procurement
Less than $5.000 ❑ Request for Proposal (Copies on f le) ❑ State of Oregon
❑ Direct Award Date approved by Council: Contract #
❑ Verbal/Written quote(s) or proposal(s) ❑ State of Washington
Intermediate Procurement ❑ Sole Source Contract #
GOODS & SERVICES ❑ Applicable Form (#5,6, 7 or 8) ❑ Other government agency contract
$5,000 to $100,000 X Written quote or proposal attached Agency
❑ (3) Written quotes and solicitation attached. Form #4, Personal Services $5K to $75K Contract #
PERSONAL SERVICES ❑ Special Procurement Intergovernmental Agreement
$5.000 to $75,000 ❑ Form #9, Request for Approval ❑ Agency
❑ Less than $35,000, by direct appointment ❑ Written quote or proposal attached Date original contract approved by Council:
❑ (3) Written proposals/written solicitation Date approved by Council: (Date)
❑ Form #4, Personal Services $5K to $75K Valid until: Date
Description of SERVICES Total Cost
Interactive Voice Response Software for Utility Billing FY 18 $37,600.00
Item # Quantity -Unit Description of MATERIALS Unit Price Total Cost
LJ 0 t1 v Q .e,'~
r.z A -V
C~lo P1 lG CC$ O (L TOTAL COST
❑ Per attached quote/proposal 8✓a r~ ,t+ w $37,600.00
~Q! Gc ~ G r~ Gt• ~~r
Project Number Account Number 030700.604100
Account Number Account Number
*Expenditure must be charged to the appropriate account numbers for the financials to accurately reflect the actual expenditures.
IT Director in collaboration with department to approve all hardware and software purch ses -7~~.7
IT Director Date IN
By signing this requisition form, I certify that the City's public contracting requirements have been satisfied.
Employee: Department Head ` (Equ I or greater than $5,000)
Department Manager/Supervisor: City Administrator:
(Equ to or greater than $25,000)
Funds appropriated for current fiscal year.' e9 / NO - 0'-
~In ce Direct - (Equal to orgreater than $5,000) Date
Comments:
Form #3 - Requisition
Mary McClary
From: Thomas McBartlett III
Sent: Monday, July 10, 2017 8:36 AM
To: Mary McClary
Subject: FVII: Mark Holden Out 07/0112017 thru 08/08/2017 - Transfer of signature authority
FYI
Regards,
Tom McBartlett, Electric Systems Manager
City of Ashland
Email: mcbartlettt0ashland.or.us
Phone: 541.552.2307
This email transmission is official business of the City of Ashland, and it is subject to Oregon Public Records Law for
disclosure and retention. If you have received this message in error, please contact me at (541) 552-2307. Thank you.
From: Mark Holden
Sent: Friday, June 30, 20171:35 PM
To: John Karns <john.karns@ashland.or.us>; Mark Welch <Mark.Welch@ashland.or.us>
Cc: Mary McClary <mary.mcclary@ashland.or.us>,' Dan Hendrix <dan.hendrix@ashland.or.us>; Thomas McBartlett III
<thomas.mcbartlett@ashland.or.us>; Donald Kewley<Donald.Kewley@ashland.or.us>
Subject: Mark Holden Out 07/01/2017 thru 08/08/2017 -Transfer of signature authority
I will be out of the office beginning Monday, July 3 thru Tuesday, August 8, 2017, returning to the office on Wednesday,
August 9, 2017. While out I am transferring my signature authority according to the following schedule:
Beginning Date Through Date Assigned to
July 1, 2017 July 21, 2017 Tom McBartlett
July 22, 2017 August 8, 2017 Dan Hendrix
Regards,
Mark Holden, Director of Electric Utility and IT
City of Ashland
Email: holdenmOashland.or.us
Phone: 541.552.2314
This email transmission is official business of the City of Ashland, and it is subjectto Oregon Public Records Law for
~isclasu Yetentita7~lfy try v~rece~ve~7 7iis intssage~n error, pleasect-me~at'(54fi)-552=2314"Thankyou~ °
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