HomeMy WebLinkAboutAGMT - NextRequest Co (CPRA hosted workflow solution w Public Portal)NextRequest Order Form - Seal Beach, CA
Current Date: February 25, 2019
Customer
Address
Seal Beach, CA Effective Date I February 25, 2019
211 Eighth Street, Seal Beach, Term
CA 90740
Contact Winnie Bell / �pr( �
Additional Retention Feature
Services
In conjunction with term of
Standard NextRequest License
' $0.00
TOTAL . $0.00
This order form, when executed by both Parties, amends that certain NextRequest Service Agreement dated May 11th, 2017
between the city of Seal Beach and NextRequest Co. i "Agreement'). Seal Beach and NextRequest are referred to collectively
as 'Parties". Except as expressly set forth below, all other terms of the Agreement shall remain in full force and effect.
The Parties agree to add the following to the Agreement, effective as of the date this order form is executed by the city of
National City.
Deletion of Customer Content.
The Service enables Customer to delete Customer Content for purposes of adhering to Customer's
document retention or other policies. When Customer deletes Customer Content ( "Deleted Content"),
relevant documents are removed from databases accessible to Customer and /or the general public so that
Customer no longer has access to Deleted Content. However, copies and backups of Deleted Content may
continue to be stored on NextRequest's or its Service Provider's servers. NextRequest will not provide
Customer with copies of Deleted Content unless NextRequest is required to produce Deleted Content
pursuant to law or a court order. In such event, to the extent permitted by law, NextRequest will notify the
city prior to disclosure and will provide the Port with copies of the requested deleted content.
City of Seal Bt
Signature
Name, Title
Date
NextRequest Co.
Signature
Name, Title amara anik- Perlman, President
Date 2 April 2019
NextRequest Co. 1 433 9ryont St., Son Fronnsco, CA 94107 1 info @nexrrequesecorn 1 (833) 698 -7778 1 @NextRequest
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NextRequest
Service Agreement
This Services Agreement (the "Agreement ") is effective on the date last executed by the Parties
( "Effective Date "), by and between NextRequest Co. D /B /A NextRequest, a Delaware Corporation with
principal offices at 155 9th Street, San Francisco, CA 94103 ( "NextRequest ") and the City of Seal
Beach, with principal offices at 211 8th St, Seal Beach, CA 90740, ( "Customer "). NextRequest and
Customer may each be referred to as a "Party" and together as the "Parties".
Unless otherwise specified, the contract term will be for one year beginning on the Effective Date.
Terms and Conditions
1. Services
1.1 NextRequest Service. NextRequest will deploy, host, and maintain for Customer an instance of
the NextRequest Service (the "Service ").
1.2 Service Level Agreement. NextRequest will provide support for the Service according to the
terms of the applicable Service Level Agreement.
1.3 Hourly Services, If Customer has purchased Hourly Services, including support or training
services, NextRequest will provide those services consistent with industry standards and according
to the terms in the applicable Order Form. Hourly Services will be provided during Business Hours,
online, or by telephone, unless otherwise agreed to by the parties.
1.4 Excluded Services. NextRequest is not responsible for any of the following unless separately
agreed to as part of Hourly Services purchased by Customer:
• Registering or maintaining domain names or DNS
• Hardware or software not provided as part of the Service
• Integration between the Service and any other software or system (except for issues
originating with the Service or its interfaces)
• Direct support to Customer's end users
1.5 Security. NextRequest will provide for hosting of the Service through agreements with third -party
Hosting Partners. NextRequest warrants that all facilities used to store and process Customer's data
(including those of NextRequest's Hosting Partners) will use industry standard systems and
procedures to ensure the security, integrity, and confidentiality of Customer's data, protect against
NextRequest Co. 1 755 9th St., San Ftooasco, CA 94103 1 info @nextrequesLCOm 1 (844) 767 -8263 1 @NextRequest
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anticipated threats or hazards to the security or integrity of Customer's data, and protect against
unauthorized access to or use of Customer's data.
2. Customer Obligations
2.1 Acceptable Use Policy. Customer will ensure that Customer's use of the Service, as NextRequest
Customer's users' and Affiliates' use, is in compliance with the Acceptable Use Policy stated in
Section 8 of this Agreement.
2.2 Security. Customer will protect the accounts, passwords, and other authentication information
Customer uses to access the Service and any NextRequest system, and will be responsible for any
activity attributable to a Customer account or user.
2.3 Data Backup. Customer will make reasonable efforts to maintain backups of all information
Customer stores in the Service in an environment separate from the Service.
2.4 Laws Applicable to Customer. Customer is solely responsible for compliance with all laws
applicable to Customer's use of the Services. Customer will not use the Service to store data that
Customer is prohibited by any law or regulation from disclosing to NextRequest. If Customer intends
to store Cota in the Service that would subject NextRequest to any regulation by virtue of its access
to the data, Customer will notify NextRequest in advance and NextRequest will have the option, in its
sole discretion, of discontinuing the Service without liability to NextRequest, except to refund any
fees Customer paid to NextRequest attributable to unused services.
2.5 Export Control. Customer represents and warrants and undertake that Customer will not
possess, use, import, export or resell (and will not permit the possession, use, importation,
exportation, or resale of) the Service or any materials provided by NextRequest to Customer under
this Agreement in any manner which would cause NextRequest or its Affiliates to breach any
applicable export control laws, rules, or regulations of anyjurisdiction (including without limitation
those under U.S. law).
2.6 No High Risk Use. Customer will not use the Service for any critical system, meaning any system
where failure or fault of the Services could lead to death or serious bodily injury of any person, or to
physical or environmental damage. For example, Customer may not use the Service to support
aircraft, trains, non - motorized dirigibles or other modes of human mass transportation, nuclear or
chemical facilities, or medical life support devices.
NextRequest Co. 1 755 9th St., Son Froncisco, CA 94703 I info @nextrequest.com 1 (844) 767 -8263 1 @NextRequest
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3. Fees and Invoicing
3.1 Fees, Invoicing. Customer will pay the fees stated in the Order Form according to the applicable
fee schedule, upon receiving an invoice from NextRequest. All invoices are due and payable under
this agreement within 30 days of receiving the applicable invoice.
3.2 Expenses. If Customer purchases Hourly Services to be provided on its premises or for which
NextRequest is otherwise required to travel, Customer will reimburse NextRequest for all ordinary
and necessary expenses incurred in connection with the performance of the Hourly Services,
including travel - related expenses. All travel will be pre- approved by Customer.
3.3 Late Payments. NextRequest may charge Customer a monthly finance charge of 1.5% (or the
maximum amount allowed by law, whichever is less) on all outstanding amounts not paid within 30
days following the date of the applicable invoice. NextRequest may suspend the Service until
Customer pays any overdue amount. In the event NextRequest brings a legal action to collect due to
late payment of valid invoices, Customer will pay NextRequest's costs of collection, including
reasonable legal fees, expenses and court costs.
3.4 Taxes. Customer is responsible for any taxes — federal, state, or local —that may be due as a
result of this Agreement, except for taxes on NextRequest's net income. Taxes payable by Customer
will be billed as separate items on NextRequest's invoices and will not be included in NextRequest's
fees. If Customer claims a tax exemption, Customer must provide documentation of the exemption
to NextRequest at the time of Customer order.
4. Intellectual Property
4.1 Ownership of the Service. The Service is protected by copyright, trademark, trade secret, and
other intellectual property laws of both the United States and foreign countries. Subject to these
Terms, and until termination of this Agreement and as long as Customer meets any applicable
payment obligations and complies with this Agreement, NextRequest grants to Customer a personal,
limited, royalty -free, non - exclusive, non - assignable, non- sublicensable and non - transferable right
and license to use the Services. Customer is only granted the right to use the Services and only for
the purposes described by NextRequest. NextRequest reserves all other rights in the Services,
including all rights not expressly granted in these Terms in the Service. All rights, title, and interest in
and to the Service (excluding Content provided by users) are and will remain the exclusive property
of NextRequest and its licensors. As between Customer and NextRequest, NextRequest retains all
Intellectual Property in the Service and any software used to provide the Service to Customer. Any
feedback, comments, or suggestions Customer may provide regarding NextRequest, or the Service,
is entirely voluntary and NextRequest will be free to use such feedback, comments or suggestions as
NextRequest sees fit and without any obligation to Customer. NextRequest will be considered the
sole author of all modifications or improvements to the Service, whether or not produced under this
NextRequest Co. I 755 9th St- Son Froncisco, CA 94703 I info @nextrequest.com 1 (844) 767 -8263 1 @NextRequest
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Agreement. Customer hereby assigns to NextRequest all rights, title, and interest to any suggested
improvements to the Service provided by Customer to NextRequest.
4.2 Customer Data. Customer warrants that Customer has all necessary rights in the Customer Data
to permit Customer use of the Service, and NextRequest's and its Hosting Partner's provision of the
service, without infringing the Intellectual Property rights of any third parties, violating any
applicable laws, or violating the terms of any license or agreement to which it is bound. Customer is
solely responsible for all Customer Data and use of Customer Data and the Service by Customer
users. Neither NextRequest nor its Hosting Partner guarantees the accuracy, integrity or quality of
Customer Data. As between Customer and NextRequest, Customer retains ownership of all
Intellectual Property in Customer Data. Customer grants to NextRequest and its Hosting Partner the
rights to access, retain, use and disclose Customer Data solely for the purpose of providing Services
hereunder.
5. Confidential Information
5.1 Duty to Protect Confidential Information. Each party will exercise the same degree of care and
protection with respect to the Confidential Information of the other party that it exercises with
respect to its own Confidential Information, at least a reasonable degree of care. Notwithstanding
the above: (i) either party may disclose the other's Confidential Information to its employees and
agents who have a need to know, provided that any agent to which Confidential Information is
disclosed is bound by non - disclosure terms at least as protective as those in this Section 5; and (ii)
either party may disclose Confidential Information if so required by law (including court order or
subpoena), provided that such disclosure is made in accordance with the terms of Section 5.3.
5.2 Return of Confidential Information. Unless otherwise authorized, upon the earlier of termination
of this Agreement or request by the other party, each party will promptly return or destroy all
Confidential Information disclosed to it by the other party and provide certification that all such
Confidential Information has been returned or destroyed.
5.3 Notification Obligation. If a party becomes aware of any unauthorized use or disclosure of the
Confidential Information of the other party, it will promptly and fully notify the other party of the
unauthorized use or disclosure. If a party or any of its employees or agents are requested or
required by legal process to disclose any of the Confidential Information of the other party, it will not
disclose the Confidential Information without providing the other party at least 7 days' prior written
notice (or as much advance notice as is reasonably feasible, if less than 7 days) of any such request
or requirement so that the other party may seek a protective order or other appropriate remedy, or
waive compliance with the provisions of this Agreement. The party that receives the request will
cooperate with the other party to obtain an appropriate protective order or other reliable assurance
that confidential treatment will be accorded the Confidential Information.
NextRequest Co. I 155 9th St., Son Francisco, CA 94103 1 info @nextreq Lies t. cons 1 (844) 767 -8263 1 @NextRequest
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6. Publicity
Customer agrees that NextRequest may publicly disclose Customer's use of the Service and may use
Customer's name and logo to identify Customer as our customer in promotional materials, including
press releases. NextRequest will not use Customer's name or logo in a manner that suggests an
endorsement or affiliation.
7. Term And Termination
7.1 Term. The initial term of the Agreement begins upon our receipt of payment for Customer's valid
order and extends for the period set out in the corresponding Order Form. Unless NextRequest
receives notice of termination from Customer 60 days or more before the expiration of the initial
term (or any renewal term), the Agreement will renew automatically for a term of one year at our
then - current rates.
7.2 Termination for Convenience. Customer may terminate any Order Form for convenience at any
time upon 30 days' written notice to NextRequest but will not be entitled to any refund of fees for
any unused portion of the Service or unused Hourly Services.
7.3 Termination for Breach. Either parry may terminate the Agreement for breach if the other party
materially fails to meet any obligation stated in the Agreement and does not remedy that failure
within thirty (30) days of written notice from the nonbreaching parry describing the failure.
7.4 Termination in Insolvency. Either party may terminate the Agreement with immediate effect on
written notice if the other (or NextRequest reasonably believes that the other) is subject to an
"Insolvency Event," meaning that it (i) is unable to pay its debts; or (ii) enters into compulsory or
voluntary liquidation; or (iii) compounds with or contravenes a meeting of its creditors; or (iv) has a
receiver or manager or an administrator appointed (or an application is made to the court for the
same); or (v) ceases for any reason to carry on business or takes or suffers any similar action which
means that it may be unable to pay its debts. Notwithstanding anything to the contrary within the
Agreement, any fees that Customer owes to NextRequest for the Service will become due
immediately upon the occurrence of an Insolvency Event.
7.5 Early Termination Fee. If Customer terminates this Agreement for convenience or NextRequest
terminates this Agreement for Customer breach, in addition to other amounts Customer may owe,
Customer must pay an early termination fee equal to one twelfth (1 /12) of the total annual Service
fees. This early termination fee will not apply if Customer transitions to a different service plan, even
if the fees for the replacement plan are lower.
NextRequest Co. 1 155 9th St., Son Francisco, CA 94103 1 info @nextr equest coo) 1 (844) 767 -8263 1 @NextRequest
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8. Acceptable Use Policy
Customer may not use the Service to:
• send or facilitate the sending of unsolicited bulk commercial email (spam);
• store or transmit libelous, harassing, abusive or otherwise unlawful or tortious materials;
• store or transmit material in violation of any third party's privacy or Intellectual Property
rights;
• distribute malware, including viruses, worms, Trojan horses, corrupted files, hoaxes, or other
items of a destructive or deceptive nature;
• interfere with others' use of the Service;
• interfere with, or attempt to find or exploit vulnerabilities in, the Service or NextRequest' or
our Hosting partners' other services or systems;
• perform any load tests or load- inducing vulnerability tests on the Service;
• alter, disable, interfere with, or circumvent any aspect of the Services; or
• otherwise violate, or promote the violation of, any law or the legal rights of any person.
9. Suspension of Service
9.1 NextRequest or its Hosting Provider may suspend Service without liability if NextRequest
reasonably believes that: the Service is being used in breach of the Acceptable Use Policy or any
other provision of this Agreement; that NextRequest is required by law or a regulatory or
government body to suspend the Service; or suspension of the Service Is necessary to protect the
rights of NextRequest, its Hosting Partner, or its other customers.
9.2 NextRequest will give Customer advance notice of a suspension under this clause of at least one
(1) Business Day unless NextRequest reasonably determines that a suspension on shorter notice is
necessary to protect NextRequest, its Hosting Partner, or its other customers from imminent and
significant operational, legal, or security risk.
10. Indemnification
10.1 C`ustomer's Indemnification of NextRequest. Customer agrees to defend, indemnify and hold
harmless NextRequest and its Affiliates and their respective directors, officers, employees, and
agents from and any and all damages, liabilities, costs, and expenses (including reasonable
attorneys' fees) incurred as a result of any claim, judgment, or proceeding relating to or arising out
of: (a) Customer's breach of this Agreement, including of any of its warranties or representations; or
(b) any claim alleging that NextRequest has infringed or secondarily infringed on the patent,
trademark, trade dress, or copyright of a third party as a result of Customer Data or Customer's use
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of the Service, whether or not Customer was aware of the allegedly infringing conduct and whether
or not the conduct is actually infringing.
10.2 NextRequest's Indemnification of Customer. NextRequest agrees to defend, indemnify and hold
harmless Customer and its affiliates and their respective directors, officers, employees, and agents
from any and all damages, liabilities, costs and expenses (including reasonable attorneys' fees)
incurred as a result of any claim, judgment, or proceeding relating to or arising out of NextRequest's
breach of this Agreement, including any of its warranties or representations, or NextRequest's
infringement of any third party's intellectual property.
10.3 Conditions. If an action is brought against either Party (the "Indemnified Party ") in respect to
any allegation for which indemnity may be sought from the other Party ( "Indemnifying Party"), the
Indemnifying Party's obligations under this Section with respect to the action are conditioned on (a)
the Indemnified Party notifying the Indemnifying Party promptly in writing of the action; (b) the
Indemnified Party giving the Indemnifying Party sole control of the defense and any related
settlement negotiations; and (c) the Indemnified Party cooperating with the Indemnifying Party in
the defense, including by making available to the Indemnifying Party all documents and information
in the Indemnified Party's possession or control that are relevant to the infringement or
misappropriation claims, and by making the Indemnified Party's personnel available to testify or
consult with the Indemnifying Party or its attorneys in connection with the defense.
10.4 Exclusions. Notwithstanding the foregoing, NextRequest will have no obligation to indemnify
Customer for any claim based upon (a) any use of the Services not in accordance with the
Agreement or (b) any use of the Services in combination with other products, equipment, software,
or data not supplied by NextRequest.
11. Disclaimers and Limitations on NextRequest's Liability
11.1 NextRequest is not responsible to Customer or any third party for unauthorized access to
Customer data or the unauthorized use of the Services unless the unauthorized access or use
results from NextRequest's failure to meet its security obligations under this Agreement, the
applicable SLA, or an applicable Order Form. Customer is responsible for the use of the Services by
any employee of Customer, any person Customer authorizes to use the Services, any person to
whom Customer has given access to the Services, and any person who gains access to Customer
data or the Services as a result of Customer's failure to use reasonable security precautions, even if
such use was not authorized by Customer.
11.2 Disclaimer of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS
EXPRESSLY PROVIDED FOR HEREIN, NextRequest MAKES NO WARRANTY OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. NextRequest MAKES
NextRequest Co. 1 155 9th St., Soo Froonsco, CA 94103 1 it7fo@t7extteqLjest.com 1 (844) 767 -8263 1 @NextRequest
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NO REPRESENTATIONS THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR -FREE, OR
REGARDING THE ACCURACY OR RELIABILITY OF CUSTOMER DATA.
11.3 Limitation on Indirect Liability. NextRequest WILL NOT BE LIABLE UNDER THIS AGREEMENT FOF
LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE
DAMAGES, EVEN IF IT KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND
EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
11,4 Liability Cap. NEITHER PARTY'S LIABILITIES UNDER THIS AGREEMENT, WHETHER UNDER
CONTRACT LAW, TORT LAW, WARRANTY, OR OTHERWISE SHALL EXCEED THE AMOUNTS ACTUALLY
PAID BY CUSTOMER TO NextRequest UNDER THIS AGREEMENT.
11.5 Nothing in this Agreement limits or excludes either party's liability for any loss or damages
resulting from death or personal injury caused by its negligence, or any fraud or fraudulent
misrepresentation.
12. Governing Law, Lawsuits
12.1 Governing Law. This Agreement will in all respects be governed by and construed and enforced
in accordance with the laws of the State of California, without respect to conflict -of -laws principles.
12.2 Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach
thereof, will be settled by binding arbitration by a single arbitrator in accordance with the
Commercial Arbitration Rules of the American Arbitration Association in San Francisco, California.
Upon receipt of notice of any dispute to be settled by binding arbitration, the American Arbitration
Association will use its best efforts to appoint a single arbitrator within 30 days after receipt of such
notice.
12.3 Arbitration Award. The arbitrator will not have the authority to award exemplary or punitive
damages to any injured party. A decision by the arbitrator will be final and binding. judgment may
be entered on the arbitrator's award in any court having jurisdiction, and such award will not be
appealable.
13. General
13.1. Notice. Written notice by either party to the other may be given: (i) in person, and such notice
will be deemed valid on the date of delivery in person; or (ii) by email to the party contact identified
in the Order Form, and such notice will be deemed valid as of the proof of mailing date.
NextRequest Co. 1 155 9th St., Son Francisco, CA 94103 1 info @oexti eques[ corn 1 (844) 767 -8263 1 @NextRequest
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13.2 Assignment, Subcontractors. Neither party may assign the Agreement without the prior written
consent of the other party. NextRequest may use third party service providers (including Hosting
Partners) to perform all or any part of the Services, but NextRequest remains responsible to
Customer under this Agreement for Services performed by its third party service providers to the
same extent as if NextRequest performed the Services itself.
133. Force Majeure. Neither party will be in breach of the Agreement if the failure to perform the
obligation is due to an event beyond either party's control, such as significant failure of a part of the
power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic,
strikes or other organized labor action, terrorism, or other events of a magnitude or type for which
precautions are not generally taken in the industry.
13.4 Modifications. Unless otherwise expressly permitted in this Agreement, the Agreement may be
amended only by a formal written agreement signed by both parties. An Order Form may be
amended to modify, add, or remove services by mutual written agreement of the parties, agreement
by email being sufficient. Any terms on Customer's purchase order or other business forms by which
Customer orders or pays for Services will not become part of this Agreement.
13.5 Entire Agreement. The Agreement constitutes the complete and exclusive agreement between
the parties regarding the Services and supersedes and replaces any prior understanding or
communication, written or oral. Customer acknowledges that it has not relied on any statement,
promise or representation made or given by or on behalf of NextRequest which is not set out in the
Agreement.
13.6 Precedence. If there is a conflict between the terms of an Order Form and this Agreement, then
this Agreement will control. Each party may enforce its respective rights under the Agreement even
if it has waived the right or failed to enforce the same or other rights in the past.
13.7 Unenforceable Provisions. If any part of the Agreement is found unenforceable by a court, the
rest of the Agreement will nonetheless continue in effect, and the unenforceable part will be
reformed to the extent possible to make It enforceable but still consistent with the business and
financial objectives of the parties underlying the Agreement.
13.8 No Waiver. Each party may enforce its respective rights under the Agreement even if it has
waived the right or failed to enforce the same or other rights in the past.
13.9 No Partnership. The relationship between the parties is that of independent contractors and
not business partners. Neither party is the agent for the other, and neither party has the right to
bind the other to any agreement with a third party.
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13.11 Survival. The following terms will survive expiration or termination of the Agreement: Sections
5, 7.5, 10, 11, and 12, all terms of the Agreement requiring Customer to pay any fees for Services
provided prior to the time of expiration or termination or requiring Customer to pay an early
termination fee, and all other provisions of the Agreement that by their nature are intended to
survive expiration or termination of the Agreement.
13.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which
will be considered a legal original for all purposes.
14. Defined Terms
Capitalized terms used in this Agreement have the following meanings:
"Affiliate" means any and all legal entities which the ultimate parent of a party to the Agreement
controls, now or hereafter. For the purpose of this definition, "control" will mean an entity, directly or
indirectly, holding more than fifty per cent (50 %) of the issued share capital, or more than fifty per
cent (50%) of the voting power at general meetings, or which has the power to appoint and to
dismiss a majority of the directors or otherwise to direct the activities of such legal entity.
"Business Day" or "Business Hours" means 9:00 a.m. - 6:00 p.m. Monday through Friday, U.S. Pacific
time, excluding public holidays in the United States.
"Confidential Information" means all information disclosed by one party to the other, whether
before or after the effective date of the Agreement, that the recipient should reasonably understand
to be confidential, including: (i) for Customer, all information transmitted to or from, or stored on,
Customer's Service, (ii) for both parties, information that is marked or otherwise conspicuously
designated as confidential, and (iii) for NextRequest, scripts and other tools used in Service of
NextRequest's Software. Information that is independently developed by either party, without
reference to the other's Confidential Information, or that becomes available to either party other
than through breach of the Agreement or applicable law, will not be "Confidential Information" of
the other party.
"Customer Data" means all data that Customer or its users stores in, transmits to, or produces with
the Service, or otherwise provides to NextRequest under this Agreement.
"Hourly Services" means hourly support or training services to be provided by NextRequest under an
applicable Order Form.
"Intellectual Property" or "IP" means legally protectable rights related to patents, copyrights,
trademarks, trade secrets, rights of publicity and any other proprietary intellectual property.
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"Order Form" means an ordering document referencing this Agreement and signed or agreed to
electronically by the parties, describing the Service and any Hourly Services to be provided by
NextRequest.
"Service" means an instance of NextRequest Software maintained by NextRequest and hosted on
the systems of a Hosting Partner.
"Service Level Agreement" or "SLA" means the version of the NextRequest Service Level Agreement
corresponding to Customer service level as identified in the applicable Order Form.
In Witness Whereof, the Parties have caused this Agreement to be executed by duly authorized
representatives of the Parties as of the Effective Date.
NEXTREQUEST CO. D /B /A
NEXT QUEST
By:
Name: Tamara anik- Perlman
Title: President & CEO
Date: 9 May 2017
CITY OF SEAL BEACH
Name: Rob, nL(d W
Title: 01,1 Cla(�-
Date: 5� 1 I l+-7
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NextRequest
Service Level Agreement
This Service Level Agreement ("SLA ") defines the support obligations of NextRequest Co.
( "NextRequest "') to you, a purchaser of NextRequest's service. These terms are incorporated into
and subject to the terms of the NextRequest Service Agreement. Capitalized terms not defined in
this SLA shall have the meanings given to them in the NextRequest Service Agreement.
1. Service Guarantees
1.1 Availability. NextRequest provides hosting for the NextRequest service through Heroku, Inc.
( "Heroku" or "Hosting Partner"), which does not make guarantees about uptime. However, in the
past 12 months (2014), Heroku has typically had uptime of approximately 99.98% (it fell short in
December 2013, with an uptime rate of 99.94 %). NextRequest will monitor the availability of the
Service and make commercially reasonable efforts to ensure that its Hosting Partner meets this level
of service. Based on this performance record, NextRequest is willing to guarantee 99.9% uptime of
the application, with the exception of planned outages for maintenance and upgrades in which
NextRequest notifies the Customer 24 hours in advance. When NextRequest fails to meet this
guarantee, the Customer will be eligible for credits as described in section 3.2.
1.2 Security. NextRequest take the security of the Customer's data seriously and protects it
according to the rigorous security practices described in our System Security Plan. Heroku, our
Hosting Partner, utilizes certified data centers managed by Amazon, which implements
industry - leading physical, technical, and operational security measures and has received ISO 27001
certification and Federal Information Security Management Act (FISMA) Moderate Authorization and
Accreditation from the U.S. General Services Administration. If NextRequest becomes aware of any
unauthorized access to its systems that poses any threat to the Service or the Customer's data,
NextRequest will notify the Customer in writing of the issue no later than the close of the next
business data after NextRequest learn of it.
1.3 Data Integrity. The PG Backups add -on for Heroku makes daily backups of Customers' systems
and data. Seven (7) daily backups and five (5) weekly backups are retained.
1.4 Location of Service. Heroku maintains physical hosting facilities in two different geographic
regions: the U.S. and the E.U. (beta). The Customer may elect to have the Service and the Customer's
data hosted in any of these regions when the Customer purchases the Service in order to minimize
latency.
1.5 Included Advisory Consulting. The Customer is entitled to training and advisory consulting from
NextRequest as specified in the Customer's NextRequest Service Agreement and Order Form.
NextRequest Co. 1 155 901 St., Son FronFisco, CA 94103 1 info @nextrequesccom 1 (844) 767 -8263 1 @NextRequest
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2. Service Request Process
2.1 Service Request Definition. A Service Request is any email, phone call, or Zendesk ticket sent to
NextRequest by the Customer indicating support action is necessary or desired. This includes Bug
reporting and Customer Support.
2.2 Severity Levels and Response Times, Each Service Request will be assigned a Severity Level by
the party initiating the request. If NextRequest reasonably determines that the Customer has
assigned an incorrect Severity Level to a ticket, NextRequest may assign a different Severity Level.
The Severity Levels are defined below, along with the corresponding Initial Response Time within
which NextRequest (or, in the case of Critical requests, our Hosting Partner) will respond to the
Customer's request and begin work on the issue:
Severity Level
Definition
Initial Response Time
(Priority)
and Channel
Critical Service is
Service is inoperative, Customer's business
2 hours
inoperative
operations or productivity are severely
(phone or email)
impacted with no available workaround, a
critical security issue exists.
Standard (High)
Service is operating but issue is causing
1 Business Day
significant disruption of Customer's business
(phone or email)
operations; workaround is unavailable or
inadequate.
Standard
Service is operating and issue's impact on the
1 Business Day
(Medium)
Customer's business operations is moderate to
(email)
low; a workaround or alternative is available.
Standard (Low)
Issue is a minor inconvenience and does not
1 Business Day
impact business operations in any significant
(email)
way; little or no time sensitivity.
2.3 Standard Service Requests
2.3.1 Initiating Standard Service Requests. The Customer may initiate a Standard Service Request by
opening a ticket via the NextRequest Zendesk system. NextRequest support team members or
systems may also create tickets on the Customer's behalf in response to issues identified by
monitoring systems.
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23.2 Response and Resolution. Once NextRequest has responded to a Service Request,
NextRequest will work during Business Hours with the Customer's representatives and, as needed,
our Hosting Partner to resolve the problem or provide a workaround. NextRequest makes no
guarantee regarding the time to resolve a Service Request, only that NextRequest will use the
reasonable efforts described above.
2.4 Critical Service Requests
2.4.1 Initiating Critical Service Requests. The Customer may initiate a Critical Service Request by
calling NextRequest directly at 844- 767 -8263. The Customer will be directed to leave contact
information and a detailed description
2.4.2 NextRequest's Response. NextRequest's support staff will contact the Customer within 2 hours
of receiving the Customer's report of a Critical Service Request and will work continuously until the
issue is resolved or a workaround is available. NextRequest will provide the Customer with regular
updates until the issue is resolved and will coordinate with the Customer during Business Hours.
2.5 Customer Responsibilities. The Customer agrees to assist NextRequest as necessary to resolve
Service Requests and to provide any information NextRequest reasonably requests, including
information necessary to duplicate the issue. The Customer agrees to make available personnel
capable of understanding and accurately communicating technical details necessary to enable
NextRequest to review issues, and to assist NextRequest in diagnosing
2.6 Bugs and Bug Reporting
2.6.1 Bug Definition. A Bug is defined as any issue where the NextRequest application does not
function as intended. It is at the sole discretion of NextRequest staff to determine if an issue is
classified as a Bug. None of the Customer's Customer Support hours will be deducted for reporting
Bugs. The Customer may submit a Service Request in order to report a Bug.
2.7 Customer Support
2.7.1 Customer Support Definition. Staff time spent by NextRequest assisting the Customer or
Customer's representatives after the Effective Date specified in the Service Agreement is defined as
Customer Support. This may include helping users with account creation, account log in,
configuration, or understanding features. Customer Support hours exclude: bug reporting and
related discussions and fixes; regularly scheduled check -ins with NextRequest staff as specified in
the Order Form; and training sessions specified in the Order Form. The Customer may submit a
Service Request in order to receive Customer Support.
2.7.2 Premium Customer Support. Customers have an initial amount of Premium Customer Support
hours specified in their Order Form. These Customer Support hours will adhere to the Service
Request response times outlined in Sect. 2. Additional "Premium Customer Support" may be
purchased as needed.
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2.7.3 Regular Customer Support. If a customer has exhausted their Premium Customer Support
hours they will continue to receive Regular Customer Support. Customers receiving Regular
Customer Support will receive the same level of support regarding Service Requests and response
times outlined in Sect. 2 with the exception that customers with Premium Customer Support will
take priority and have their issues addressed first.
3. Service Credits
3.1 Issuance. If NextRequest fails to meet the response time stated above, the Customer will be
entitled to a credit of 2 service hours for each hour during which the response time guarantee is not
met, up to a total of 8 hours per incident. The Customer must request a credit in writing via a
support ticket no later than 14 days following the occurrence of the event giving rise to the credit.
Credits will be applied to invoices issued
3.1 Sole Remedy. The credits stated in this Agreement are the Customer's sole remedy in the event
NextRequest fails to meet a guarantee for which credits are provided. If NextRequest fails to
perform any obligation for which a credit is not provided, the Customer's sole remedy is to have
NextRequest perform or re- perform the obligation, as applicable. The maximum total credit for
failure to meet any guarantee during any calendar month shall not exceed one twelfth of the annual
recurring fee for the NextRequest Service,
3.2 Credits for Downtime. During the term of the contract, the application will be operational and
available at least 99.9% of the time in any calendar month, with the exception of planned outages
for maintenance and upgrades in which NextRequest notifies the Customer 24 hours in advance. If
NextRequest does not meet the SLA, the Customer will be eligible to receive the service credits
described below. In order to receive service credits, the Customer must request the credit in writing
via a support ticket within 14 days from the time the Customer becomes eligible to receive a service
credit.
Monthly Uptime
Percentage
Days of Service added to the end of the
service term at no charge to you
< 99.9% to >= 99.0%
3
< 99.0% to >= 95.0%
7
< 95.0 %
15
3.3 Extraordinary Events. The Customer is not entitled to a credit for downtime or outages resulting
from denial -of- service attacks, hacking attempts, or any other circumstances that are not within our
control.
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3.4 No Credit in Breach. The Customer is not entitled to a credit if: (i) the Customer is in breach of
the Agreement (including the Customer's payment obligations to Nextrequest) at the time of the
occurrence of the event giving rise to the credit, (ii) the event giving rise to the credit results from the
Customer's prior breach of the Agreement, or (iii) to the extent our failure to meet an Initial
Response Time guarantee results from the Customer's delay or failure to meet the requirements of
Section 2.5 ( "Customer Responsibilities ") of this SLA.
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