CONTRACT 5846 License AgreementAgreement No. 5846
INNOVATIVE INTERFACES INCORPORATED
PERPETUAL LICENSE AGREEMENT
This Perpetual License Agreement is entered into by and between Innovative Interfaces Incorporated, a
California corporation ("Innovative"), and the party identified as Client below ("Client"), as of the "Effective Date"
also set forth below.
Client
Address
Customer No.
Effective Date
Initial Term
1. Definitions.
City of EI Segundo
111 W. Mariposa Ave.
EI Segundo CA 90245
CU0343
November 1, 2019
36 Months
"GTCs" means the Innovative Interfaces Incorporated Perpetual License Agreement General Terms and
Conditions attached hereto as Exhibit B.
"Support Terms" means the Innovative Interfaces Incorporated Maintenance and Support Terms and Conditions
attached hereto as Exhibit C.
"Hosting Terms" means the Innovative Interfaces Incorporated Hosting Terms and Conditions attached hereto
as Exhibit D.
2. General. Innovative and Client agree that this Perpetual License Agreement ("License Agreement") is a
binding agreement between the parties and is governed by (i) the GTCs, (ii) to the extent that the attached
Pricing Exhibit indicates that Client has purchased maintenance and support, then the Support Terms and (iii)
to the extent that the attached Pricing Exhibit indicates that Client has purchased hosting services, then the
Hosting Terms, all of which are made a part hereof. This License Agreement, the GTCs, the Support Terms
and Hosting Terms, to the extent specified in the Pricing Exhibit, and all other exhibits, schedules and terms
and conditions referenced by or in this License Agreement, the GTCs, Support Terms or Hosting Terms together
constitute the "Agreement." Client acknowledges and agrees that it has had the opportunity to review the
Agreement, including without limitation, the GTCs, Support Terms and Hosting Terms, prior to the execution of
this License Agreement. Innovative recommends that Client print a copy of each component of this Agreement
for Client's records. Unless otherwise specified, capitalized terms in this License Agreement have the same
meaning as those in the GTCs. This Agreement is governed by and interpreted in accordance with the internal
substantive laws of New York, without regard to any other laws that would require the application of the laws of
another jurisdiction. Application of the U.N. Convention on Contracts for the International Sale of Goods is
hereby excluded.
In consideration of Innovative's continued grant to Client of licenses to the software identified in Exhibit A, Client
acknowledges and the parties agree that any and all existing agreements between the parties relative to the
software identified in Exhibit A and executed prior to the date hereof ("Prior Agreements"), shall be deemed
immediately terminated by the parties' mutual agreement and any software currently licensed by Innovative for
use by Library under such Prior Agreements will be licensed under the terms of this Agreement. To the extent
Client remains in possession of any proprietary Innovative documentation or materials subject to the Prior
Agreements the Client agrees that it shall continue to keep such documentation and materials confidential
pursuant to the terms of this Agreement.
Page 1 of 17
AgreementT*Jo - 846
EXHIBITS TO LICENSE AGREEMENT
A ! PRICING EXHIBIT
B ul GENERAL TERMS AND CONDITIONS
C MAINTENANCE AND SUPPORT TERMS AND CONDITIONS
D I HOSTING TERMS AND CONDITIONS
In witness whereof, the parties have executed this Agreement by their duly authorized representatives as
of the Effective Date.
Client _ Innovative
City Segundo Innovative Interfaces Incorporated
rt�'u (fo r syk)
Nar e: Name: Akin k n A dekeye
Title: 61TY MANTitle: EVP & General Counsel
Date: Date:
Jan 24, 2020
ify, CUk
City of El Segundo
S 1. FORM.
6 CIT AITOF'j� E -Y
Page 2 of 17
Agreement No. 5846
Exhibit A
Pricing Exhibit
1. Fees. All Fees must be paid to Innovative within 30 days following receipt of the invoice.
2. Term, This Agreement will continue in effect until amended or terminated in accordance with the GTCs.
Subject to the earl termination provisions set forth therein, the Support Terms and the Hosting Terms will
continue in effect V an initial term of three (3) years (the "Initial Term") and will be automatically renewed
for additional one (1) year terms (each, a "Renewal Term" and, together with the Initial Term, the "'Term"),
unless either party gives the other not less than ninety (90) days' prior written notice of its intent to terminate
the Support Terms and/or the Hosting Terms effective as of the end of the then -current Term therefor. After
the Initial Term, Innovative will have the right to increase rates for services being renewed by 5% over the
previous year.
[APPROVED SOFTWARE LICENSE QUOTE FOLLOWS THIS PAGE]
Page 3 of 17
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Innovative Interfaces Incorporated
1900 Powell St.
Suite 400
Emeryville CA 94608
United States
Bill To
EI Segundo Public Library
111 W. Mariposa Ave.
EI Segundo CA 90245
United States
Ship To
EI Segundo Public Library
111 W. Mariposa Ave.
EI Segundo CA 90245
United States
Agreement No. 5846
Renewal Quote
Page 1 of 2
Quote # SO-INC23116
Terms
Net30
PO #
Renewal Start Date
10/1/2019
Renewal End Date
10/31/2020
Site Code
elseg
Currency
d9m'
US Dollar
11
Sierra
l
Maintenance
1
Sierra Maintenance Renewal
1I/.o i
35A233668.. 5„023ll
.37
Maintenance
Renewal
Sierra
Maintenance
2
Sierra Additional Review Files Maintenance
0.00
0.00
Additional
Review Files
Maintenance
Staff User
Maintenance
48
Additional Staff User Licenses Maintenance -
0.00
0.00
Licenses
Sierra
Maintenance
Unlimited
Maintenance
1
Unlimited Web OPAC user licenses,
0.00
0.00
Web OPAC
user licenses
Online Public
Maintenance
1
Online Public Access Catalog Module (OPAC)
0.00
0.00
Access
Catalog
Module
(OPAC)
File Transfer
Maintenance
1
File Transfer Software
0.00
0.00
Software
Sierra Patron
Maintenance
1
Sierra Patron API Maintenance
0.00
0.00
API
Maintenance
WebPAC Pro
Maintenance
1
WebPAC Pro
0.00
0.00
Circulation
Maintenance
1
Circulation
0.00
0.00
Cataloging
Maintenance
1
Cataloging
0.00
0.00
Advanced
Maintenance
1
Advanced Searching
0.00
0.00
Search
Method II
Resequence
Maintenance
1
Resequence attached records by location
0.00
0.00
attached
records by
location
Synchronize
Maintenance
1
Synchronize bibliographic locations
0.00
0.00
bibliographic
locations
Automatic
Maintenance
1
Automatic Authorities Processing
0.00
0.00
Authorities
Processing
OCLC
Maintenance
1
OCLC Interactive Via the Network
0.00
0.00
Interactive Via
the Network
Scoping
Maintenance
1
1 Scoping
0.00 1
0.00
Page 4' of 17
Agreement No. 5846
w
till, �Rlt i
n
� Renewal Quote
Page 2 of 2
Quote #
SO-INC23116
Innovative Interfaces Incorporated
1900 Powell St.
Suite 400
Emeryville CA 94608
United States
Circ Notices Maintenance
1
Circ Notices via E -Mail Option
0.00
0.00
via E -Mail
Option
Authority Maintenance
1
Authority Control Option
0.00
0.00
Control Option
Media Maintenance
1
Media Management
0.00
0.00
Management
Sierra
Maintenance
1
Enterprise Backup API (site license)
0.00
0.00
Enterprise
Backup
Maintenance 1
WebOPAC Maintenance
1
WebOPAC Ecommerce
WebOPAC
0.00
0.00
Ecommerce
Ecommerce
Option:
Payflow Pro
Year 1 - $ 35,023.37
1 October 2019 - 31 October 2020
Year 2 - $ 32,329.26
1 November 2020 - 31 October 2021
Year 3 - $ 32,329.26
1 November 2021 - 31 October 2022
THIS INFORMATION IS CONFIDENTIAL BETWEEN THE PARTY IDENTIFIED AS'BILLTO'ABOVE AND INNOVATIVE INTERFACES
Notes:
1. The prices quoted may be subjoct tochange where new software has bee" porchased or ° changes have been made to existing software.
2. Taxes are not included in the quoted price but, if applicable, may be charged byr Innovative at the point of invoicing.
Total US$35,023.37
Page 5 of 17
Agreement No. 5846
Exhibit B
Innovative Interfaces Incorporated
Perpetual License Agreement
General Terms and Conditions
The parties agree that their contractual relationship with respect to the Software will be governed by the
terms and conditions of (1) this Perpetual License Agreement General Terms and Conditions ("GTCs"), (2) the
applicable Innovative Interfaces Incorporated Perpetual License Agreement(s) (each, a "License Agreement"), (3)
the Innovative Interfaces Incorporated Maintenance and Support Terms ("Support Terms"), if applicable, (4) the
Innovative Interfaces Incorporated Hosting Terms ("Hosting Terms"), if applicable, and (5) all other applicable
exhibits, schedules and terms and conditions referenced by or in the GTCs, License Agreement(s), Support Terms
and Hosting Terms. Each License Agreement, together with the terms and conditions of this GTC, Support Terms
and Hosting Terms and all applicable exhibits or schedules incorporated by reference or referenced therein will
constitute and be construed as a separate agreement. Unless otherwise specified, capitalized terms in these GTCs
have the same meaning as those in the License Agreement.
Software License.
a. Subject to the terms and conditions of this Agreement, including without limitation Client's payment of all of
the Fees (defined below) due hereunder, Innovative hereby grants to Client a limited, nonexclusive, non -sub -
licensable, nontransferable license to use the components of its software applications, modules, and other products
that are listed in the Pricing Exhibit to the License Agreement (collectively, the "Software"). The license granted in
the preceding sentence will be perpetual, subject to termination only as expressly specified hereunder.
b. Client and, where applicable, its Authorized Users (defined below) may use the Software (including any
Client Configurations) (i) only for the management of the library and for servicing its patrons (including permitting
Authorized Users to search library catalogues), and not on an outsourced basis, as a service bureau, for resale, or
similarly on behalf of or for the direct or indirect benefit of third parties, and (ii) only in accordance with the other
terms of this Agreement. Client will be responsible for its Authorized Users' compliance with the terms hereof.
Without limiting the foregoing, Client agrees that it and its Authorized Users will: (i) comply with all applicable laws
regarding the transmission of data, including, without limitation, any applicable export control and data protection
laws; and (ii) not use the Software for illegal purposes.
C. Subject to Section 11 (Client Configurations), other than Innovative, no one is permitted to copy, modify,
reverse engineer, decompile, or disassemble the Software, create derivative works thereof, or separate the
Software into its component files. All rights to the Software that are granted to Client in this Agreement are limited
to the object code versions of the Software and in no event will Client be deemed to have any right, title or interest
in the source code of the Software. Despite the perpetual nature of the limited license to the Software granted
hereunder, Client acknowledges that all copies of the Software and associated Innovative documentation and
materials shall be returned to Innovative upon termination of the Agreement for any reason.
d. The Software may be used by the base number of Client's worldwide employees, third -party auditors,
agents and contractors ("Authorized Users") set forth in the Pricing Exhibit to the License Agreement for such
Software and such additional Authorized Users as may be hereafter identified to Innovative by Client for which
Client pays the additional Fees referred to in Section 4(a) of this Agreement. Each Authorized User license is
allocable to a single full-time user of the Software and may be transferred to another user only on a full-time basis.
Authorized User license(s) may not be shared on a part time or concurrent user basis.
e. Except to the extent set forth in the Support Terms, the license granted to Client pursuant to this Agreement
does not include license to use all new scheduled major releases, service pack releases, and hot fixes of the
Software offered generally by Innovative to its clients during the term of this Agreement (collectively, "New
Releases"). Even if New Releases are provided to Client pursuant to active Support Terms, "New Releases" do
not include new or additional modules, applications or other software now or hereafter offered by Innovative, each
of which require a separate license and payment of additional license fees. The term "Software" will be deemed to
include New Releases that have been provided to Client pursuant to active Support Terms. Additional fees at
Innovative's then -prevailing professional service rates will apply for implementation of New Releases.
f. Innovative offers maintenance and support for the Software for an additional fee pursuant to the Support
Terms.
Page 6 of 17
Agreement No. 5846
g. The license granted hereunder grants Client the right to use a single production instance (copy) of the
licensed Software and up to two (2) additional instances (copies) of the Software for non -production use at no
additional charge. All copies of the Software are subject to the terms of this Agreement. Non -production use
includes training, development, testing, quality assurance, staging or preproduction provided that the copies of the
Software are not used in a production environment or as a backup to production. Except to the extent expressly
set forth in a License Agreement, this license grant does not provide Client with any rights to hosting services.
2. Acceptance. Following the execution of the Agreement by the parties, Innovative will deliver the Software,
in its preconfigured, out -of -the box format, to Client (i) via the Internet, if Client has purchased hosting services from
Innovative pursuant to the Hosting Terms or (ii) by making it available to Client to download via an FTP site, if Client
has not purchased hosting services from Innovative pursuant to the Hosting Terms. Client will be deemed to have
accepted the Software upon initial delivery.
Ownership.
a. All Intellectual Property Rights (defined below) in the Software and also including, without limitation, all
improvements, enhancements, modifications, Client -specific upgrades, or updates to the Software, developed by
either party, solely or jointly (collectively, "Innovative Products"), will remain the exclusive, sole and absolute
property of Innovative or the third parties from whom Innovative has obtained the right to use the Innovative
Products. Intellectual property created by Innovative pursuant to this Agreement, or any other party at the request
or direction of Innovative, will be owned by Innovative. "Intellectual Property Rights" means any and all intellectual
property rights existing from time to time under any law or regulation, including without limitation, patent law,
copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair
competition law, publicity rights law, or privacy rights law, and any and all other proprietary rights, and any and all
applications, renewals, extensions and restorations of any of the foregoing, now or hereafter in force and effect
worldwide. Client hereby assigns to Innovative all right, title and interest in any feedback and suggestions it provides
to Innovative regarding the Software or other products commercialized by Innovative now or in the future. This
Agreement does not convey to the Client any interest in or to the Innovative Products or any associated Intellectual
Property Rights, but only a limited right to use the Software to the extent set forth in this Agreement, which right is
subject to the limitations, restrictions, and requirements contained herein. If Client configures or otherwise modifies
the Software using an API licensed hereunder, Client will also have a license to use such configurations or
modifications as part of the Software on the terms set forth in Section 1. Rights not expressly granted to the Client
are hereby expressly reserved by Innovative.
b. For purpose of this Agreement, as between Innovative and Client, any Intellectual Property Rights in the
Innovative Products to the extent owned by any third party will be and remain the exclusive property of such third
party. The Software may include third -party software and products, which are described in the documentation
and/or Specifications made available to Client by Innovative, and any third -party pass-through terms relating to
such third -party software and products are identified therein (or by other mode of disclosure).
C. Except as expressly stated herein, Client will exclusively have and retain all right, title and interest, including
all associated Intellectual Property Rights, in and to data that Client enters into the Software or disclosed by Client
to Innovative in its performance hereunder ("Client Data"), and, as between Client and Innovative, such Client Data
will remain the sole property of Client. Client hereby grants to Innovative a license to use Client Data (i) to process
the Client Data pursuant to Client's business requirements, (ii) for maintenance and support of the Software, (iii) to
collect and use aggregate, non -identifying and anonymized data, and (iv) for research and development purposes.
Client acknowledges and agrees that it will have no rights in any products or services created or sold by Innovative
or its affiliates that use any of the Client Data in the manner set forth in (iii) or (iv) of the preceding sentence. To
the extent that applicable law requires any permissions or authorizations to have been obtained prior to submission
of Client Data to Innovative (including without limitation from individuals to whom the data pertains), Client warrants
and covenants that it (and its Authorized Users, as applicable) will have first obtained the same permissions or
authorizations prior to transmitting such data to Innovative. Client will defend, indemnify and hold harmless
Innovative in the event of any third -party claim arising from a breach of the aforesaid warranty and covenant.
4. Fees; Expenses; Payment Terms.
a. In consideration of receiving a limited license to use the Software and to the extent that Client has
purchased maintenance and support services and/or hosting services, Client will pay the fees set forth in the Pricing
Page 7 of 17
Agreement No. 5846
Exhibit to the License Agreement (the "Fees") on the terms set forth therein. Initial invoicing under this Agreement
will occur when the Software is made available to Client; subsequent renewal invoices for maintenance and support
services and/or hosting services will be sent to Client prior to the date such payment is due. Invoices for any
Renewal Terms may be provided to Client up to 90 days prior to the effective date of such Renewal Term. Client
will notify Innovative in writing if Client hereafter requires additional Authorized Users or additional Software
modules, and will pay the fees for such additional Authorized Users or additional Software modules in accordance
with the terms set forth on the invoice for such fees. The Software may, from time to time, electronically transmit
to Innovative reports verifying the type and number of Authorized Users, and Innovative may utilize license keys or
other reasonable controls to enforce Authorized User license limitations. Client will cooperate with Innovative in all
such efforts.
b. All Fees are exclusive of all taxes and similar fees now in force or enacted in the future or imposed on the
delivery and license of the Software, all of which Client will be responsible for and will pay in full, other than taxes
based on Innovative's net income. Client will provide Innovative its state issued Direct Pay Exemption Certificate
(or equivalent certificate), if applicable, upon execution of this Agreement. In the event an applicable taxing
authority, as a result of an audit or otherwise, assesses additional taxes for goods or services sold under this
Agreement at any time, Client and not Innovative will be solely responsible for payment of such additional taxes
and all costs associated with such assessment, including without limitation, interest, penalties and attorney's fees.
Additionally, should Client be required under any applicable law or regulation, domestic or foreign, to withhold or
deduct any portion of the payments due to Innovative hereunder, then the sum due to Innovative will be increased
by the amount necessary to yield to Innovative an amount equal to the sum Innovative would have received had no
withholdings or deductions been made.
C. Where this Agreement establishes a due date for a payment and/or a recurring method for payment,
payment will be due and payable on such due date and/or according to the method specified. Other fees or
expenses charged pursuant to this Agreement will be paid at the amounts set forth in the invoice within 30 (thirty)
days of the date of the invoice. All amounts stated herein and all Fees determined hereunder are in U.S. Dollars,
unless otherwise required by applicable law.
d. Any invoices not paid when due will accrue interest at the rate of 1% per month or the maximum rate
permitted by law, whichever is greater.
Limited Warranty,
a. Innovative warrants, solely for the benefit of Client, that:
i. It has the corporate power and authority to enter into this Agreement and to grant Client the license to
the Software hereunder; and
ii. The Software will conform in all material respects to the applicable technical documentation for the
Software provided to Client by Innovative and expressly identified by Innovative as the specifications for
the Software (collectively, the "Specifications").
b. EXCEPT FOR (i) THE WARRANTIES EXPRESSLY STATED ABOVE IN THIS SECTION AND (ii) ANY
WARRANTY, REPRESENTATION OR CONDITION TO THE EXTENT THE SAME CANNOT BE EXCLUDED OR
LIMITED UNDER APPLICABLE LAW, INNOVATIVE AND ITS LICENSORS, AFFILIATES, AGENTS,
SUBCONTRACTORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES, AND EXPRESSLY
DISCLAIM AND EXCLUDE ANY AND ALL WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER
EXPRESS OR IMPLIED, WHETHER ARISING BY OR UNDER STATUTE, COMMON LAW, CUSTOM, USAGE,
COURSE OF PERFORMANCE OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON -
INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, INNOVATIVE AND ITS LICENSORS, AFFILIATES,
AGENTS, SUBCONTRACTORS AND SUPPLIERS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY
REPRESENTATION OR WARRANTY, THAT THE SOFTWARE OR OTHER DELIVERABLES PROVIDED BY OR
ON BEHALF OF INNOVATIVE WILL SATISFY CLIENT'S REQUIREMENTS OR THAT THEIR USE OR
OPERATION WILL BE ERROR OR DEFECT -FREE OR UNINTERRUPTED OR AVAILABLE ON THE INTERNET,
OR THAT ALL PRODUCT DEFECTS WILL BE CORRECTED. EXCEPT FOR THE EXPRESS WARRANTIES IN
SECTION 5(a), THE SOFTWARE, INCLUDING ALL CONTENT, IS PROVIDED "AS IS," WITH ALL FAULTS AND
WITHOUT ANY GUARANTEES REGARDING QUALITY, PERFORMANCE, SUITABILITY, TIMELINESS,
Page 8 of 17
Agreement No. 5846
SECURITY, DURABILITY, INTEGRABILITY OR ACCURACY, AND CLIENT ACCEPTS THE ENTIRE RISK OF
AND RESPONSIBILITY FOR SELECTION, USE, QUALITY, PERFORMANCE, SUITABILITY AND RESULTS OF
USE THEREOF, INCLUDING ALL CONTENT GENERATED THROUGH USE THEREOF.
C. As the exclusive remedy of Client for a breach of the limited warranties set forth in Section 5, for any error
or other defect for which Innovative is solely responsible, Innovative will, at its option, either (i) correct or repair the
Software, or (ii) accept termination of this Agreement and refund the unused balance of any prepaid Fees for the
maintenance and support services, prorated for the period commencing on the date the error or defect was reported
by Client to Innovative and continuing throughout the balance of the period to which such Fees apply. All license
Fees shall be nonrefundable. None of the above warranties or remedies in this Section 5 will apply with respect to
any Software that has been damaged or modified by any party other than Innovative, or used in a manner for which
the Software is not designed or intended.
6. LIMITATIONS ON LIABILITY. IN NO EVENT WILL INNOVATIVE BE LIABLE FOR LOST PROFITS OR
OTHER INCIDENTAL OR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES
UNDER ANY CIRCUMSTANCES WHATSOEVER, EVEN IF INNOVATIVE HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR IF THEY WERE OTHERWISE FORESEEABLE. INNOVATIVE'S TOTAL
LIABILITY FOR TORT, CONTRACT AND OTHER DAMAGES WILL NOT EXCEED THE TOTAL AMOUNT OF ALL
FEES PAID TO INNOVATIVE BY CLIENT UNDER THIS AGREEMENT IN THE TWELVE-MONTH PERIOD
IMMEDIATELY PRECEDING THE DATE UPON WHICH A CLAIM IS FIRST ASSERTED AGAINST INNOVATIVE.
INNOVATIVE WILL NOT BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST CLIENT BY ANY THIRD PARTY
EXCEPT FOR THE INDEMNIFICATION SET FORTH IN SECTION 7. THESE LIMITATIONS OF LIABILITY WILL
APPLY TO ALL CLAIMS AGAINST INNOVATIVE IN THE AGGREGATE (NOT PER INCIDENT) AND TOGETHER
WITH THE DISCLAIMER OF WARRANTIES ABOVE WILL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDIES
PROVIDED IN THIS AGREEMENT.
7. Indemnification.
a. If a third party files a legal action in a court of competent jurisdiction against Client claiming the Software,
as delivered to Client by Innovative, directly infringes such third party's U.S. copyright or U.S. patent, Innovative will
defend Client against such legal action, provided that Client promptly notifies Innovative in writing of the legal action
and fully cooperates with Innovative in the defense of such legal action. Innovative will also indemnify Client from
all damages and out-of-pocket costs (including reasonable attorneys' fees) finally awarded by a court of competent
jurisdiction in connection with any such legal action, or agreed to by Innovative in a settlement. Innovative will control
all aspects of the defense and conduct the defense and any settlement negotiations in any such third -party legal
action. This indemnification is limited to the Software in the form delivered to Client and does not cover claims
arising from (x) modifications thereto not made by Innovative, or, even if by Innovative, at the request of Client; (y)
use of the Software in combination with other software or items not provided by Innovative, or (z) third party
modifications (including addition of source code) to the Software.
b. As the exclusive remedy of Client under the limited indemnity set forth in Section 7.a, if the use of the
Software by Client is enjoined, Innovative will, at its sole option: (i) obtain for Client the right to continue to use the
Software, (ii) modify the Software to remove the cause of the legal action, (iii) replace the Software at no additional
charge to Client with a substantially similar, non -infringing product, which will then be subject to the provisions of
this Agreement, or (iv) terminate this Agreement and refund to Client the unused Fees for maintenance and support,
prorated for the period Client's use of the Software is enjoined. None of the above warranties or remedies will apply
with respect to any element of the Software that has been modified by any party other than Innovative, or used in
a manner for which the Software is not designed or intended. This Section states Innovative's entire liability and
Client's exclusive remedies for infringement of intellectual property rights of any kind.
8. Confidentiality.
a. Client acknowledges that all documentation, audit reports, technical information, software, Specifications
and other information pertaining to the Software, and/or Innovative's business interests or activities, product pricing,
financial information, methods of operation or customers that are disclosed by any party to Client in the course of
performing this Agreement are the confidential and proprietary information of Innovative. Innovative acknowledges
that Client Data and other proprietary Client materials are the confidential information of Client. The information
and materials described in the preceding sentences is referred to herein as "Confidential Information."
Notwithstanding the foregoing, the term "Confidential Information" does not include information pertaining to a party
Page 9 of 17
Agreement No. 5846
if (i) such information is generally known to the public through no improper action or inaction by the other party, (ii)
was, through no improper action or inaction by the other party, in the possession of the other party prior to the
Effective Date, or (iii) rightly disclosed to the other party by a third party if such disclosure does not violate the terms
of any confidentiality agreement or other restriction by which such third party may be bound.
b. All Confidential Information will be held in confidence and may not be copied, used or disclosed other than
as set forth in this Agreement. Each party must take all reasonable efforts to protect the confidentiality of and
prevent the unauthorized use of any such Confidential Information by any third party within such party's control.
Each party may disclose Confidential Information (i) to the receiving party's employees and contractors required to
have access to such Confidential Information for the purposes of performing this Agreement or using the Software,
provided each party hereto notifies its employees and contractors accessing such Confidential Information of the
confidentiality obligations in this Section 8; or (ii) if such disclosure is in response to a valid order of any court or
other governmental body ("Order"), in which event, the disclosing party must use reasonable efforts to provide the
other party with prior notice of such Order, to the extent legally permitted to do so. Under no circumstances will
Confidential Information received from Innovative be disclosed to any competitor of Innovative without Innovative's
advance written permission.
C. Recognizing any improper use or disclosure of any Confidential Information by either party may cause the
party whose Confidential Information is improperly used or disclosed irreparable damage for which other remedies
may be inadequate, a party whose Confidential Information is improperly used or disclosed will have the right to
petition for injunctive or other equitable relief from a court of competent jurisdiction as appropriate to prevent any
unauthorized use or disclosure of such Confidential Information.
d. If the parties have previously executed a nondisclosure agreement ("NDA"), any Confidential Information
exchanged pursuant to such NDA will remain confidential, and will as of the date of the execution of this Agreement
be deemed Confidential Information within the meaning of this Agreement and also be governed by the terms
hereof.
9. Term; Termination.
a. The license granted in this Agreement to use the Software is perpetual, but subject to termination as
specified hereunder. The term of any maintenance and support services and/or hosting services described in Exhibit
A to the License Agreement is set forth in the License Agreement.
b. If either party hereto fails to perform or comply with any material term or condition of this Agreement,
specifically including Client's failure to pay any Fees (such party being the "Breaching Party"), and such failure
continues unremedied for 30 (thirty) days after receipt of written notice, the other party may terminate this
Agreement. Notwithstanding the foregoing, if the Breaching Party has in good faith commenced to remedy such
failure and such remedy cannot reasonably be completed within such 30 -day period, then the Breaching Party will
have an additional 30 (thirty) days to complete such remedy, after which period the other party may terminate this
Agreement if such failure continues unremedied.
C. Client may terminate the maintenance and support services and/or hosting services purchased under this
Agreement at any time during the Initial Term effective as of the date of the next annual anniversary of the Effective
Date if Client's budget (funding) is eliminated and Client provides written evidence to Innovative of the elimination
of Client's budget (funding), such evidence to be in the form and substance reasonably requested by Innovative.
d. Except for a termination by Client pursuant to Section 9.b., and unless as otherwise set forth in this
Agreement, upon any termination of this Agreement, all prepaid Fees will be nonrefundable and Client will be
responsible for all Fees and expenses for the Software, maintenance and support services and hosting services
provided prior to and as of the date of termination. Any termination of this Agreement will not waive or otherwise
adversely affect any other rights or remedies the terminating party may have under the terms of this Agreement.
Upon termination of this Agreement, the rights and duties of the parties will terminate, other than the obligation of
the Client to pay Fees and costs in accordance herewith, and the obligations of the parties pursuant to Section 1.c.
(Software License), Section 3 (Ownership), Section 4 (Fees; Expenses; Payment Terms), Section 6 (Limitations on
Liability), Section 7 (Indemnification), Section 8 (Confidentiality), Sections 9.d. and 9.e. (Termination), Section 11
(Client Configurations) and Section 13 (General). Within 30 (thirty) days of receipt of a written request following a
termination of this Agreement, each party must return or destroy all Confidential Information of the other party, as
requested in writing by the other party. Notwithstanding the foregoing, a party will not be obligated to destroy data
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Agreement No. 5846
containing Confidential Information of the other party when it would be commercially impracticable for the receiving
party to do so (for example, when Confidential Information is contained in e-mail stored on backup tapes or other
archival media), but for so long as such receiving party is in possession of such Confidential Information of the other
party, the terms of Section 8 (Confidentiality) hereof will continue to restrict the receiving party's use or disclosure
of such Confidential Information. Client shall return all copies of the Software and associated Innovative
documentation and materials upon termination of the Agreement for any reason. Neither party will be liable to the
other for any termination or expiration of this Agreement in accordance with its terms.
e. Following termination of this Agreement, Innovative has no duty whatsoever to deliver to Client any parts
of its programming, data model, or any other information regarding which Innovative claims a proprietary or
Intellectual Property Right. To the extent that Innovative is requested to perform any services for Client in connection
with the termination of this Agreement (including without limitation providing Client with a copy of Client Data in a
commercially -standard format to be agreed upon by the Parties), such service will be performed pursuant to a
written statement of work under a separate professional services agreement and paid for by Client, applying
Innovative's then -current rates for daily/hourly work, as the case may be.
10. Third Party Software. The Software may contain third -party and/or "open source" code provided under
third -party license agreements. The terms and conditions of such third -party license agreements will apply to such
source code in lieu of these terms, where applicable, and Client is responsible for compliance therewith. A listing of
certain third -party and/or open source code contained in the Software, the respective license terms applicable to
such code, and certain related notices are included in the documentation and/or Specifications made available to
Client by Innovative. Except as required for the authorized use of the Software as contemplated herein, Client may
not use any name or trademark of any supplier of third party or open source code without such party's prior written
authorization.
11. Client Configurations. Client will be permitted to use one or more application programming interfaces
(APIs) made available by Innovative to configure the Software hereunder in accordance with the Specifications
(such configurations or other modifications, "Client Configurations"). Client will not use any other API to modify or
configure the Software. No API may be used to create any Client Configuration that, in whole or in part, mimics
any material functionality of any software or service developed or marketed by Innovative or that would reasonably
be deemed competitive to any software or service developed or marketed by Innovative if the Client Configuration
were to be released to the public market. Innovative disclaims all representations and warranties, express or
implied, regarding Client Configurations and assumes no liability whatsoever with respect to Client Configurations.
Client agrees to indemnify and hold harmless Innovative from all damages and out-of-pocket costs (including
reasonable attorney fees) for any third -party action based on a claim that any Client Configuration infringes a
copyright or a patent, or constitutes an unlawful disclosure, use or misappropriation of another party's trade secrets.
12. Back -Up Activities. Except to the extent that Client purchases Innovative's hosting service or back-up
services, Client has the sole responsibility for the maintenance and protection of all data input into the Software,
including, without limitation, the making, storing and security of back-up and archive copies of such data and the
Software (collectively "Back -Up Activities"), and Client acknowledges Innovative will not perform any Back -Up
Activities for or on behalf of Client.
13. General.
a. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the
other party in the event of any breach hereunder will not be deemed a waiver by that party as to subsequent
enforcement of rights or subsequent actions in the event of future breaches.
b. Independent Contractor. Client acknowledges that Innovative is at all times an independent contractor and
that Client's relationship with Innovative is not one of principal and agent nor employer and employee. No Innovative
personnel will be entitled to participate in any compensation or benefits plan of Client.
C. Force Maieure. Neither party will be liable or responsible for any delay or failure in performance if such
delay or failure is caused in whole or in part by fire, flood, explosion, power outage, war, strike, embargo,
government regulation, civil or military authority, hurricanes, severe wind, rain, other acts of God, acts or omissions
of carriers, third -party local exchange and long distance carriers, utilities, Internet service providers, transmitters,
vandals, or hackers, or any other similar causes that may be beyond its control (a "Force Majeure Event").
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Agreement No. 5846
d. Notice. Any notice or communication required to be given by either party must be in writing and made by
hand delivery, express delivery service, overnight courier, electronic mail, or fax, to the party receiving such
communication. Unless otherwise instructed in writing, such notice will be sent to the parties at the addresses set
forth on the first page of the License Agreement. All communications pursuant to this Section will be deemed
delivered as follows: (a) upon receipt, if delivered personally or by a recognized express delivery or courier service;
or (b) when electronically confirmed, if delivered by facsimile.
e. Invaliditv. Any provision of this Agreement which is invalid, illegal, or unenforceable in any jurisdiction will,
as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in
any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this
Agreement invalid, illegal, or unenforceable in any other jurisdiction.
f. Counteroarts. This Agreement may be executed by the parties in separate counterparts by original, .pdf
(or similar format for scanned copies of documents) or facsimile signature, each of which when so executed and
delivered will be deemed an original, but all such counterparts will together constitute but one and the same
instrument.
g. Publicity. Except as provided in this Section, neither party will make any press release, public statement
or other disclosure regarding the terms of this Agreement without the prior written consent of the other party, which
consent will not be unreasonably withheld. Notwithstanding the foregoing, Innovative will have the right to issue
public statements pertaining to the existence of the business relationship between Innovative and Client, including
the right to limited use of Client's name, logo and other reasonable non -confidential information in press releases,
web pages, advertisements, and other marketing materials.
h. Assianment. Neither party has the power to assign, license, or sub -license any of its rights or obligations
hereunder without the prior written consent of the other party, which will not be unreasonably withheld. Any
assignment, license, or sub -license attempted without such consent will be void. Notwithstanding the foregoing, a
party may assign this Agreement without the other party's consent (i) as part of a corporate reorganization,
consolidation, merger, or sale of substantially all of its assets or capital stock; or (ii) to an Affiliate of such party
provided that any such assignment will not release the assigning party from its obligations under this Agreement.
i. Governing Lanquaqe. This Agreement and all proceedings hereunder will be conducted in the English
language; any translation of this Agreement into another language will be for convenience only but will not modify
the meaning hereof. Only a written instrument duly executed by both parties may modify this Agreement.
j. Entire Agreement. This Agreement contains the entire understanding of the parties, and supersedes all
prior agreements and understandings relating to the subject matter hereof, provided that nothing herein will diminish
or affect any separate services agreement or statement(s) of work issued thereunder. The parties represent that
they are sophisticated commercial entities, have had the opportunity to consult with their own counsel, and have
included in this Agreement all terms material to the parties' rights and obligations with respect to the subject matter
hereof and intend this document to be the final expression of their contractual intent. The parties further represent
and acknowledge that communications exchanged between the parties during contract negotiation (including,
without limitation, requests for proposal ("RFPs") and Innovative's responses to such RFPs; questionnaires and
responses to same, quotes) do not constitute a part of this Agreement. Purchase orders, work orders or other such
documents submitted by Client will be for Client's internal administrative purposes only and the terms and conditions
contained in any such purchase order, work order or other such document will have no force or effect and will not
amend or modify this Agreement. In the event of any inconsistencies or conflicts among the GTCs, a License
Agreement or any other exhibits or schedules referenced by these GTCs, the following order of priority will control:
1. License Agreement, 2. GTCs and 3. any other terms, agreements, exhibits or schedules included in, or
referenced by the Agreement.
k. Client Insurance Reouirements.
A. Before commencing performance under this Agreement, and at all other times this Agreement is
effective, Innovative will procure and maintain the following types of insurance with coverage limits
complying, at a minimum, with the limits set forth below:
Tvoe of Insurance Limits
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Agreement No. 5846
Commercial general liability: $1,000,000/occurrence and $2,000,000 aggregate
Technology Errors $1,000,000
and Omissions Liability
Cyber Liability $1,000,000
Privacy Liability $1,000,000
Workers compensation Statutory requirement
B. Commercial general liability insurance will meet or exceed the requirements of ISO -CGL Form No.
CG 00 01 04 13. The amount of insurance set forth above will be a combined single limit per
occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability
policies will include City, its officials, and employees as "additional insureds" under said insurance
coverage and state that such insurance will be deemed "primary' such that any other insurance
that may be carried by City will be excess thereto.
C. Technology Errors and Omissions Liability Insurance will cover all third party claims arising out of
any act, error, omission or breach of contract provision of Innovative's technology services,
including loss arising from destruction of data, in the amount set forth above per occurrence or
claim.
D. Cyber Liability Insurance to cover all third party loss from hacking attack or virus emanating from
or passed through your computer system or a cloud provider's system into City's systems in the
amount set forth above per occurrence or claim.
E. Privacy Liability Insurance to cover all security breach and notification cost resulting in actual or
suspected loss of personal information or any other records considered confidential for the City's
data located on service providers servers or on a cloud computing provider's system in the amount
set forth above.
F. Each such liability policy shall include the City of EI Segundo as an Additional Insured for such
liability of the City. Innovative will furnish to City duly authenticated Certificates of Insurance
evidencing maintenance of the insurance required under this Agreement and such other evidence
of insurance or copies of policies as may be reasonably required by City from time to time.
G. Should Innovative, for any reason, fail to obtain and maintain the insurance required by this
Agreement, City may obtain such coverage at Innovative's expense and deduct the cost of such
insurance from payments due to Innovative under this Agreement or terminate.
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Agreement No. 5846
Exhibit C
Innovative Interfaces Incorporated
Perpetual License Agreement
Maintenance and Support
Terms and Conditions
These Maintenance and Support Terms and Conditions ("Support Terms") apply to the License Agreement
if, and only to the extent that, Maintenance and Support are identified on the Pricing Exhibit to the License
Agreement as a purchased service and Client is current on its payment for such service. Unless otherwise specified,
capitalized terms in these Support Terms have the same meaning as those in the GTCs. The terms set forth herein
supplement, but do not replace or modify, the GTCs.
1. Maintenance and Support. To the extent Maintenance and Support is identified on the Pricing Exhibit to
the License Agreement as a purchased service, Innovative will offer maintenance and support on the terms set
forth herein ("Maintenance and Support") for the latest generally available version of the Software and for certain
earlier versions in accordance with Innovative's support policy, at the price set forth in the corresponding Pricing
Exhibit. New Releases will be made available to Client during the Term of the Maintenance and Support set forth
in the License Agreement, so long as Client is current on its payment for such service. Client may discontinue
Maintenance and Support at the end of the Initial Term or any Renewal Term in accordance with the termination
notice provisions set forth in the License Agreement, but must pay Maintenance and Support Fees for any
discontinued Term in order to renew Maintenance and Support.
2. Error Response. Error descriptions (each an "Error"), the Error severity levels and corresponding targeted
response time per level are each described in the table below. The Targeted Response Times in the table below
identify the response times that Innovative will target for the corresponding Error, however, such Targeted
Response Times are not guaranteed.
Severity
Description
Target
Response Time
One - Site Down
A major component of the software is in a non-responsive state
1 hour
and severely affects library productivity or operations. A high
impact problem that affects the entire library system. Widespread
system availability, production system is down
Two — Critical
Any component failure or loss of functionality not covered in
2 business
Severity 1 that is hindering operations, such as, but not limited to:
hours
excessively slow response time, functionality degradation; error
messages; backup problems; or issues affecting the use of the
module or the data
Three - High
Lesser issues, questions, or items that minimally impact the work
2 business days;
flow or require a work around
excludes
holidays and
weekends
Four — Routine
Issues, questions, or items that don't impact the work flow. Issues
4 business days;
that can easily be scheduled such as an upgrade or patch
excludes
holidays and
weekends
3. Error Reporting and Diagnosis.
a. Client must designate a representative as the contact that will report Errors to Innovative and be
Innovative's primary contact for the provision of Maintenance and Support pursuant to the terms of this Agreement
(such representative is referred to herein as the "Client Contact"). When a Client Contact reports an Error,
Innovative will use commercially reasonable efforts to diagnose the root cause of the Error ("Diagnosis"). Upon
completing the Diagnosis, each Error will be classified as either a "Warranty Error" or a "Non -Warranty Error"
pursuant to Section 3.b. below. Innovative will use commercially reasonable efforts to diagnose and repair both
Warranty and Non -Warranty Errors as described below.
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Agreement No. 5846
b. "Warranty Errors" are all Errors that do not qualify as Non -Warranty Errors. "Non -Warranty Errors"
are Errors resulting from any of the following causes: (i) misuse, improper use, alteration or damage of the Software;
(ii) operator error; (iii) incorrect data entry by Client; (iv) third -party software not part of the Software; (v) errors
and/or limitations attributable to Client environment; (vi) Client's failure to incorporate any New Release previously
provided to it by Innovative which corrects such Error; (vii) modification of the Software performed by Client; and
(viii) technical consulting services provided by Innovative at Client's request (e.g., change orders, integration
development, or configuration design and implementation), unless Client notifies Innovative of such technical
consulting services problem within the applicable warranty period set forth in the governing statement of work,
change order or agreement. Client acknowledges that the Software is intended for use only with the software and
hardware described in the Specifications provided by Innovative from time to time, and Client will be solely
responsible for its adherence thereto.
4. Complimentary and Chargeable Support. Innovative will respond to all reported Errors pursuant to
Section 2 above and will use commercially reasonable efforts to resolve Warranty Errors at no additional charge if
Client has purchased and is current on its payment for Maintenance and Support; however, Innovative may charge
Client for such effort with respect to Non -Warranty Errors according to the following process: (i) When the Client
Contact reports any Error, prior to commencing the Diagnosis for the Error, Innovative will notify the Client Contact
that the Diagnosis and repair effort will be at no charge to Client unless the reported Error is determined to be a
Non -Warranty Error, in which case only the first two hours of Diagnosis will be at no charge; and (ii) Innovative will
then commence the Diagnosis unless instructed otherwise by the Client Contact. If more than two hours are
required for the Diagnosis of Non -Warranty Errors, then such additional Diagnosis hours will be charged to Client
at Innovative's then -current rate for technical services. Once the Diagnosis is complete, the Client Contact will be
given the option of having Innovative proceed with repairing the Non -Warranty Error, and, if so requested, Innovative
will provide an estimate of the total cost for such effort. If agreed to by the Client Contact, Innovative will undertake
to repair the Non -Warranty Error and charge Client for the associated technical services performed.
5. Ticket Management and Escalation. Innovative manages all reported issues using a ticket management
system, and provides an Internet portal for Clients to report issues. Clients may review the status of issues reported
online. When an Error is either unresolved or not resolved in a timely fashion, the Client should contact Innovative
representatives pursuant to Innovative's escalation policy made available on Innovative's Internet portal.
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Agreement No. 5646
Exhibit D
Innovative Interfaces Incorporated
Hosting Services
Terms and Conditions
These Hosting Services Terms and Conditions ("Hosting Terms") apply to the License Agreement if, and
only to the extent that, Hosting Services are identified on the Pricing Exhibit to the License Agreement as a
purchased service. Unless otherwise specified, capitalized terms in these Hosting Terms have the same meaning
as those in the GTCs. The terms set forth herein supplement, but do not replace or modify, the GTCs.
1. Hosting Services. The following terms apply for all purposes to Client's license to and use of the
Software under the Agreement.
2. Hosting Solution. Innovative offers clients a standard cloud -based hosting option (the "Standard Plan").
The table below sets forth the features of the Standard Plan. This option provides industry-leading security and
monitoring at a SOC 1/SOC 2 Type 2/ISO 27001 -audited datacenter by a top -tier cloud hosting provider (the
"Hosting Provider"), with the flexibility to meet clients' data storage, data recovery, and information security policy
requirements. To meet clients' global hosting needs, Innovative offers hosting options in datacenters located in
the United States, Ireland, Australia and the Asia-Pacific region, however, Innovative reserves the right to
increase, decrease and/or relocate its datacenters at anytime.
Feature
24x7 infrastructure monitoring
Dedicated production environment
99.9% guaranteed infrastructure uptime**
Dedicated public IP address and custom URL
Operating system installation and management
Library software installation and upgrades
Data backups
Archive data backup retention
Standard
Daily
30 days
3. Hosting Solution System Configuration. The hosting systems are configured to meet the solution
requirements as per the Hosting Terms set forth on the Pricing Exhibit to the License Agreement.
4. Security Controls.
a. Generallv. Subject to the terms of the Agreement, Innovative implements industry -recognized
best practices to prevent the unintended or malicious loss, destruction or alteration of Client's data resident in the
Software.
b. Access Control. Highly available redundant firewall and edge routers are configured to control
access to hosted systems
C. Network Svstems Audit Logginq. All network logon activity and password changes are logged,
monitored, controlled and audited. All intrusion detection and firewall log monitoring is done through services
provided by the Hosting Provider. The pertinent log files and configuration files related to customer's hosted
solution are retained for seven days and can be made available upon request for audit and problem resolution, as
may be required.
d. Encrvotion. Encryption for data -in -transit is provided as a part of the Standard Plan.
e. Network Monitorinq. All network systems and servers are monitored 24/7/365. Innovative will
monitor its systems for security breaches, violations and suspicious (questionable) activity. This includes
suspicious external activity (including, without limitation, unauthorized probes, scans or break-in attempts) and
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Agreement No. 5846
suspicious internal activity (including, without limitation, unauthorized system administrator access, unauthorized
changes to its system or network, system or network misuse or program information theft or mishandling).
Innovative will notify Client as soon as reasonably possible of any known security breaches or suspicious
activities involving Client's production data or environment, including, without limitation, unauthorized access and
service attacks, e.g., denial of service attacks.
f. Phvsical Security. The Software resides in systems configured for the customer out of
Innovative's hosting location. The physical infrastructure used to support Software licensed to Client (and
services purchased by Client from Innovative, as applicable), including the servers, storage, switches, and
firewalls, are either provided by the Hosting Provider or owned by Innovative. Innovative partners with datacenter
providers who are designed to satisfy requirements of most security sensitive customers with constant monitoring,
high automation, high availability, and highly accredited to global security standards, including: PCI DSS Level 1,
ISO 27001, FISMA Moderate, FedRAMP, HIPAA, and SOC 1 (formerly referred to as SAS 70 and/or SSAE 16)
and SOC 2.
g. Security Audits. Client may perform audits of Innovative's security best practices. Innovative will
share various security audit reports as requested by Client.
h. Information Securitv Auditino/Compliance. Innovative's hosting providers undergo SOC 1/SOC 2
Type 2/ISO 27001 audits each year by independent third -party audit firms. Innovative also holds the
internationally -recognized ISO 27001:2013 standard for its information security management system supporting
the hosting solutions.
"The 99.9% guaranteed infrastructure uptime is subject to the following Service Level Agreement
(SLA):
I. Hours of operation/exclusive remedy for service unavailability. Innovative offers a
monthly infrastructure uptime target of 99.9% of Scheduled Up -Time to Client. Scheduled Up -Time means all of
the time in a month that is not Scheduled Downtime or Third Party Unavailability. In the event that Innovative fails
to provide Client with 99.9% infrastructure uptime for three consecutive months, Client will be entitled to receive a
credit equal to the prorated amount of the Fees for the period in which Innovative failed to provide such
infrastructure uptime during such months upon receipt of written notice from Client. The remedies set forth in this
Paragraph (i) are the exclusive remedies of the Client for Innovative's failure to provide Client with 99.9%
infrastructure uptime.
ii. Scheduled Downtime. Scheduled Downtime means the period of time which Innovative or
the Hosting Provider, conduct periodic scheduled system maintenance for which Innovative will provide the Client
with advance notice. Innovative will make commercially reasonable efforts to provide Client notice of scheduled
system maintenance 48 hours in advance.
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