HomeMy WebLinkAbout2013-02-12 - Vision Internet Providers Inc - General Agreements / General Service AgreementsvisionLivJm Subscription Services Agreement
Vision Internet Providers Incorporated
Account Terms and Conditions
These Terms and Conditions, and any addendum signed by the parties and attached hereto, represents the
complete agreement and understanding ("Agreement") between Vision Internet Providers Inc. ("Vision
Internet"), a California corporation, and the City of East Wenatchee, Washington (the "Client"), and
supersedes any other written or oral agreement with regard to the Subscription Services provided for
herein. Client and Vision Internet are sometimes individually referred to as "Party" and collectively as
"Parties."
1. Ongoing Service Provisions
Pursuant to the terms herein, Vision Internet agrees to provide Hosting Services, Upgrade Services, and
Support Services (collectively "Subscription Services") as provided below for the Client's website, which
utilizes Vision Internet's Vision Content Management System ("VCMS") developed under a prior or
concurrent agreement by and between Vision Internet and Client ("Website Development Agreement").
To the extent that the Website Development Agreement and/or any other prior agreement entered into by
and between Vision Internet and Client conflicts with this Agreement, then the terms and conditions of
this Agreement shall supersede, replace, and amend any and all conflicting provisions of such prior
agreement. Vision Internet will provide Subscription Services to the Client in exchange for payment of
fees and compliance with the terms and conditions of this Agreement. Subscription Services include the
following:
(a) Hosting Services
Vision Internet will provide shared website hosting on a Microsoft Windows Server and
shared database hosting on a Microsoft SQL Server for one (1) unique domain.
(b) Upgrade Services
Vision Internet will provide Upgrade Services which include:
• Enhancements to the backend VCMS functionality.
• Enhancements to the Included Interactive Components that were
developed under the Website Development Agreement or other prior
agreement entered into by and between Vision Internet and Client.
• New Interactive Components released from time to time according to the
visionLivem Roadmap ("Roadmap").
• Bug fixes to the VCMS code.
• Updates to provide compatibility to future versions of Supported Web
Browsers (as defined below) within three months of their release.
Compatibility with previous versions of Supported Web Browsers is not
guaranteed.
Client understands and agrees that the Supported Web Browsers for the frontend of the
website currently are Firefox, Internet Explorer, Chrome, and Safari. Client understands
and agrees that Supported Web Browsers for the backend of the website currently are
Firefox and Internet Explorer. Client understands and agrees that Supported Web
Browsers for visionMobileTM currently are iOS Safari, Android Chrome, and Windows
Phone 7 Internet Explorer. All of the web browsers listed in this paragraph, and any ,,
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others added by Vision Internet at its discretion are herein referred to collectively as the
"Supported Web Browsers".
To receive the Upgrade Services, a non -interrupted Subscription Services Agreement
must be in place from time of website launch and the VCMS code must be unmodified.
Upgrade Services do not include:
■ Optional Interactive Components.
■ Modules, Programs, or Software Applications.
■ Conversion to new platforms.
■ Modification of third -party products.
■ Updates to provide compatibility to third -parry products, except for those
included in VCMS.
■ Upgrades that require modification to website design.
■ System configuration, website content editing and/or formatting, website
design, custom data updates, etc.
(c) Support Services
Support Services is defined as technical support for the unmodified VCMS. Vision
Internet will provide Support Services to a designated Client account manager, system
administrator or webmaster. Technical support is generally available by email and
telephone from 7:00 AM to 5:00 PM Pacific Time Monday through Friday excluding
holidays ("Business Hours"), with emergency support available 24 hours a day, 7 days a
week. An emergency is defined as the website being down for more than ten (10)
minutes.
(d) Redesign Services
At the conclusion of year four of an uninterrupted Subscription Services agreement, the
Client will be entitled to a basic graphic redesign of one (1) website. Basic graphic
redesign does not include Design Themes. Services shall include:
■ Project Management
■ Wireframe Development
■ Graphic Design Development with one preliminary concept
■ Graphic Production
Vision Internet will not develop a sitemap or new content as part of the redesign, but will
assist the Client in transferring existing content into the new design
2. Fees
Rate: $6,000 per year payable to Vision Internet in U.S. funds in advance, which rate shall be increased
by three percent (3%) per year, for each year of the Initial Term (defined below), and any and all renewal
terms, as provided in Section 3 below. Vision Internet shall invoice Client annually within thirty days of
start of service or any renewal term as defined below. Any services not covered in this Agreement will be
subject to additional fees and will be considered extra work ("Extra Work"). Extra Work will be billed at
Vision Internet's prevailing hourly rates, which are currently as follows: HTML Programming, Content
Migration, $85/hr; Graphic Production $95/hr; Quality Assurance, Testing, Debugging, Technical Support,
Webmaster Services, $105/hr; Consulting, Project Management, Database Design, Dynamic Programming,
$135/hr; Graphic Design, Training, $125/hr. Client shall be responsible for any or all additional fees including,
without limitation: software, applications, online promotion, marketing, copy writing, redesign, change or ers,
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mailings, and fees to any third party vendors if applicable. Calls outside of Business Hours not deemed an
emergency as defined above will be subject to a minimum fee of $135.
3. Term
The Subscription Services will begin when the website is hosted on the production server and remain in
effect for a period of one year thereafter (the "Initial Term"). With respect to the Initial Term, unless one
party has given written notice to the other party of its intent not to renew this Agreement at least thirty
(30) days prior to expiration of the Initial Term, this Agreement will continue in effect on a year-to-year
basis thereafter until one party gives written notice to the other of its intent not to renew this Agreement at
least thirty (30) days prior to the expiration of any renewal term. If the term of this Agreement is extended
or renewed in accordance with the foregoing, all of the terms and conditions of this Agreement shall
continue, unmodified, in full force and effect, until the end of the last applicable renewal or extension
term, except that all rates, fees, charges, and compensation payable to Vision Internet hereunder shall be
increased by three percent (3%) per year, for each annual renewal term extending the term hereof.
4. Subscription Services Website UsaLe
(a) The Client shall use the Subscription Services in strict accordance with, but not limited
to, all local, state, and federal laws. The Client shall not use the Subscription Services for any unlawful or
destructive purpose including, but not limited to, copyright and/or trademark infringement. The Client
hereby represents and warrants that any text, data, graphics, or any other material displayed or published
by the Client on their Website is, and shall continue to be, throughout the term of this Agreement, free
from violation of or infringement upon copyright, trademark, service mark, patent, trade secret, statutory,
common law or proprietary or intellectual property rights of others, and is free from obscene or libelous
material.
(b) The Client represents and warrants that it has or has obtained all rights necessary to
display all the images, data, information or other items being displayed at the Client's Website. The
Client expressly authorizes Vision Internet to display those images, data, information or other items.
(c) The Client shall not misuse any of Vision Internet's resources or cause any disruption to
Vision Internet's business ("Misuse"). Examples of Misuse include, but are not limited to, the display of
pornography or linking to pornographic material, the sending of chain letters, advertisements,
solicitations, or mass mailings to individuals who have not agreed to be contacted in this manner
(including, but not limited to, what is commonly referred to as "Spam").
(d) The Client shall not use any process, program or tool via Vision Internet for gaining
unauthorized access to the accounts of other parties, including but not limited to, other Vision Internet
clients, customers or account holders or other Vision Internet systems. The Client shall not use
Subscription Services to make unauthorized attempts to access the systems and networks of others.
Client shall not use Vision Internet's services as a door or signpost to another server.
(e) The Client shall not use Subscription Services in a manner in which system or network
resources are denied to other Vision Internet clients, customers or account holders. This includes, but is
not limited, to excessive memory usage and programs that consume excessive CPU resources.
(f) The Client will have password access to the VCMS through the Subscription Services.
The Client agrees to be responsible for keeping all passwords secure and will immediately notify Vision
Internet if a password is lost, stolen or compromised in any way. The Client shall be responsible for all
use of Subscription Services accessed through the Client's passwords. The Client's passwords are not
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transferable to any third party and are subject to any limits established by Vision Internet.
5. Disclaimers and Acknowledgments
(a) The Internet
(i) The Client acknowledges that, when using the Internet, the Client is using a
completely different physical network than the Vision Internet communications network and different
content than available on Vision Internet. The reliability, availability and performance of resources
accessed through the Internet are beyond Vision Internet's control and are not in any way warranted or
supported by Vision Internet. The Client acknowledges that safeguards relative to copyright, ownership,
decency, reliability and integrity of content may be entirely lacking with respect to the Internet and
content accessible through it. Vision Internet makes no warranty that any systems accessed will be free of
computer viruses. The Client is responsible for making backup copies of their files. The Client assumes
all risk and liability of its use of the Internet.
(ii) The Client specifically acknowledges that Vision Internet provides access to
other systems not controlled by Vision Internet including, but not limited to, discussion groups, websites
and databases, that may contain pictures and language intended for adult audiences. The Client further
understands that Vision Internet is not responsible for any damages that may result from exposure to such
material and the Client shall hold Vision Internet harmless from any damages that may result.
(iii) Vision Internet does not warrant (a) any connection to, transmission over, nor
results or use of, any network connection or facilities provided under this Agreement or (b) any third -
party applications and software obtained by, for, or on behalf of Client. VISION INTERNET MAKES
NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OF
MERCHANTABILITY OR FITNESS OF THE SUBSCRIPTION SERVICES FOR ANY
PARTICULAR PURPOSE WHATSOEVEP, Vision Internet assumes no responsibility for any
damages suffered by the Client, including, but not limited to, server down time, loss of data, loss of
business, mis-deliveries, delays, non -deliveries, access speed, service interruptions of any kind, or to
third -party applications and software used by Client. In no event, at any time, shall the aggregate liability
of Vision Internet exceed the amount of fees paid by Client to Vision Internet and Vision Internet shall
not be responsible for any lost profits or other damages, including direct, indirect, incidental, special,
consequential or any other damages, however caused.
(iv) The Client acknowledges that the information available through the Internet may
not be accurate. Vision Internet has no ability or authority over the material. In addition, Vision Internet
has no liability for the quality, accuracy, or validity of the data/information delivered over the Internet.
Use of information gathered through the use of Vision Internet services is at the risk of the Client.
(b) Domain Name and Secure Digital Certificate
If agreed to under this Agreement, Vision Internet will apply for a custom domain name of the Client's
choosing. Vision Internet cannot guarantee the availability of any particular name. Client is responsible
for all fees charged by the registrar (i.e. Verisign or Dotster) including setup and renewal fees. Client
shall be responsible for all licensing fees, if any, including but not limited to secure digital certificate
renewal fees. Vision Internet shall not be responsible for maintaining or renewing domain names, digital
certificates, or any other third parry registrations.
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6. Indemnification
(a) Vision Internet will defend, hold harmless and indemnify Client from and against all
liability costs and expenses including reasonable attorney fees resulting from claims of injury to person,
damages to property, or monetary damages arising out of Vision Internet's negligence or intentional
misconduct.
(b) The Client will defend, hold harmless and indemnify Vision Internet, its officers,
directors, shareholders, employees and agents from and against all liability costs and expenses including
reasonable attorney fees resulting from claims of injury to person, damages to property, or monetary
damages arising out of the Client's negligence or intentional misconduct.
7. Defaults
The occurrence of any one or more of the following shall constitute an Event of Default under this
Agreement:
(a) Any Misuse of Vision Internet resources that disrupts Vision Internet's business.
(b) The Client's breach of any representation, warranty, term or provision of this Agreement.
8. Remedies
(a) If Vision Internet discovers that the Client is displaying content that is in violation of any
of the foregoing provisions, Vision Internet may discontinue or suspend access to the Client's Website
without prior notice, until the violating item(s) have been resolved. However, the Client shall remain
liable for all payments due under this Agreement as if access had not been interrupted;
(b) If an Event of Default occurs, Vision Internet may immediately discontinue or suspend
access to the Client's Website without prior notice and may immediately terminate this Agreement.
However, if access is only suspended, the Client shall remain liable for all payments due under this
Agreement as if access had not been interrupted; and/or
(c) If an Event of Default occurs and remains uncured for at least ten (10) days after Vision
Internet's delivery of written or email notice to Client, Vision Internet may immediately terminate
Subscription Services and this Agreement.
9. Documents & Data; Licensing of Intellectual Property
This Agreement creates a non-exclusive and perpetual license for Client to copy, use, or modify for its
own use, any and all copyrights, designs, and other intellectual property embodied in this website, which
are prepared or caused to be prepared by Vision Internet under this Agreement ("Documents & Data"), to
which Vision Internet retains ownership of all intellectual property rights. Notwithstanding anything to
the contrary in any of the agreement documents, Client understands and agrees that Vision Internet
shall retain all right, title, and interest to the Vision Content Management System (also known as the
Vision Internet Content Management System, VCMT, VCMS and the Vision Content Management Tool),
and Dynamic and Interactive Components.
10. Other
(a) The headings in this Agreement are intended solely for convenience and shall be given o
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effect in the construction or interpretation of this Agreement.
(b) The Client agrees that a failure to exercise or delay in exercising any right, power or
privilege on the part of Vision Internet will not operate as a waiver or estoppel thereof.
(c) Neither the course of conduct between parties nor any trade practice shall act to modify
the provisions of this Agreement except as expressly stated herein.
(d) This Agreement shall be governed by and construed in accordance with the laws of the
United States of America, and the State of Washington. Jurisdiction and venue for any cause of action or
claim with respect to the services provided hereunder shall be exclusively in Douglas County,
Washington.
(e) Intentionally omitted.
(f) Intentionally omitted.
(g) With the intent to be legally bound, each of the undersigned hereby covenants and
acknowledges that he, she or it (i) has read each of the terms set forth herein, (ii) has the authority to
execute this Agreement for such person or entity, and (iii) expressly consents and agrees that the person
or entity upon behalf of which the undersigned is acting shall be bound by all terms and conditions
contained herein.
(h) The parties have each been advised to seek independent legal counsel in entering into this
Agreement and the transactions described herein. In the event a party chooses not to seek independent
legal counsel, that party does so freely and knowingly and waives any such rights to counsel. Since the
Parties or their agents have participated fully in the preparation of this Agreement, the language of this
Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any
Party.
(i) Any delay in the performance by either Party hereto of its obligations hereunder shall be
excused when such delay in performance is due to any cause or event of any nature whatsoever beyond
the reasonable control of such Party, including, without limitation, any act of God; any fire, flood, or
weather condition; any computer virus, worm, denial of service attack; any earthquake; any act of a public
enemy, war, insurrection, riot, explosion or strike; provided, that written notice thereof must be given by
such Party to the other Party within ten (10) days after occurrence of such cause or event.
0) This Agreement, including any attached exhibits, is the entire, complete, final and
exclusive expression of the parties with respect to the Subscription Services and supersedes all other
agreements or understandings, whether oral or written, or entered into between Client and Vision Internet
prior to the execution of this Agreement related thereto. No amendment to this Agreement shall be valid
and binding unless in writing duly executed by the parties or their authorized representatives.
(k) If any provision of this Agreement is determined to be invalid, all other provisions shall
remain in full force and effect.
(1) This Agreement may be executed in counterparts, each of which shall be an original and
all of which together shall constitute one and the same Agreement. This Agreement becomes effective
upon Vision Internet's receipt of an executed copy of this Agreement and receipt of any sums of money
that are provided for herein.
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(m) All notices under this Agreement shall be in writing and effective on the date of delivery
if delivered by personal service, Federal Express, or facsimile; or effective three (3) days after deposit in
first class U.S. mail, postage prepaid, to each party as follows:
(1) Client: City of East Wenatchee
Address: 271 q —9,
WEiU MOKE AZ
Attn: ON l �jl�U1F�
Fax:
(2) Vision Internet:
2530 Wilshire Boulevard, 2nd Floor
Santa Monica, California 90403
Attn: Steven Chapin
Fax: (310) 656-3103
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set
forth next to their signatures below.
DATE: By:
Print Name S Tom' C , A
CITY OF EAST WENATCHEE
11 mkyn
VISION INTERNET PROVIDERS, INC.
DATE: -c. By:
ST CHAPIN Title: President
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Attachment A
Client and Vision Internet may have already entered into one or more separate agreements which specify
(1) the inclusion of Included and/or Optional Interactive Components and Features and/or (2) browser
compatibility, and/or (3) hosting provisions. To the extent that any prior agreement entered into by and
between Vision Internet and Client conflicts with this Agreement, then the terms and conditions of this
Agreement shall supersede, replace, and amend any and all conflicting provisions of such prior
agreement.
1. Included Interactive Components and Features
The following are the initial Included Interactive Components and Features provided in Client's project,
subject to upgrades and revisions based on Vision Internet's then current Included Interactive Components
listed on the Roadmap. Additional options may be available and can be added for an additional fee:
Audit Trail Log
Flexible Site Variable Settings
Backend Content Title Search
Image Library
Backend Dashboard
Page Template Library
Broken Link Reporter
Personal Toolbar
Content Review and Publishing
Role -Based Security
Component Manager
Scheduled Content Review
Content Scheduling
SiteMasterT" Template Builder
Context Sensitive Online Help
Submission Validation (reCAPTCHA)
Custom Fields
Recycle Bin
Departmental Page Restrictions
Updated and Expired Content Reporting
Document Central
Web Traffic Statistics
Drag and Drop Multiple File and Image
Widget -based Layout Options
Uploading
Workspace
Email Address Masking
Enhanced User Interface
Advanced WYSIWYG Editor
Undo/Redo
Search and Replace
User Commenting
Spell Checker
Version Control
Style Gallery
Table Wizard
Automatic Breadcrumbs
Navigation Control
Connected Pages
Navigation Redirect
Content Categories
Page Linking
Dynamic Drop Down Menus
Quick Links
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Error 404 (Page Not Found) Handling
External Link Splash Page
Friendly URL Redirect
Business Directory
Community Spotlight
Dynamic Calendar System
Dynamic Homepage
Facilities Directory
Facilities Reservations
Feedback Form
Form Builder Frequently Asked Questions
Department -Level Administration
Department -Level Navigation
Department -Level Sitemap
Agenda and Minutes Archive
Agenda and Minutes Builder
Audio and Video Embedding
Bookmark and Share
eNotification
Emergency Alert (site wide)
Facebook FeedReaderTM
Forward to a Friend
Automatic Alt -Tags
Dynamic Font Resizing
Dynamic Reader Download Links
Single -Source Publishing
Site Search (Google CSE)
Sitemap Generator
In -page Content Editing
Job Posts
News
RFP Posts
Rotating Homepage Banners
Service Directory
Staff Directory
Sticky News
Weather Update
GovTrack CRMTM
OneClick Social NetworkingTM
Photo Gallery & Slideshow
Responsive Design with visionMobileTM
RSS FeedReaderTM
Twitter FeedReaderTM
Google Translation Integration
Printer Friendly Pages
Table Accessibility Tools
2. Customizations
The following are customizations provided in Client's project:
0 None
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