SecurityTrax Software As A Service Agreement ADT PROMOTIONAL OFFER. Name ( Client ): Street Address: City: State: Zip: DEFINITIONS AGREEMENT

Transcription

1 SecurityTrax Software As A Service Agreement ADT PROMOTIONAL OFFER Effective Date: This SecurityTrax Software As A Service Agreement is made as of the Effective Date by and between HiValley Technology Inc. ( HiValley ), a Utah corporation, having a place of business at 51 E 800 N Spanish Fork, UT 84660, and Name ( Client ): Street Address: City: State: Zip: Primary Phone: See Attachment 1. DEFINITIONS AGREEMENT 1. Parties. This agreement is solely between HiValley and Client. Any other party referenced to herein is not under any obligations by the execution of this agreement. 2. Term. This Agreement shall have an initial term of four (4) years from the Effective Date and shall thereafter automatically renew on the terms and conditions described herein for additional one (1) year periods. 3. Termination. Client may terminate this agreement at any time in the first 90 days with written notice without additional cost or obligations. Following the initial 90- day period Client may terminate its agreement with HiValley with 90 days written notice at no additional cost to Client. 4. Renewal Pricing. Pricing for renewal term(s) will not increase greater than 3% over prior term. 5. Most Favored Customer. HiValley agrees to provide most favored customer pricing for services offered to Client within the context of services included in this agreement. 6. Payment. HiValley will submit invoice details to Client on a monthly basis (first payment to be appropriately pro- rated). Invoice will include any base charges for the given month (up- front) as well as any variable costs from the previous month(s). Client shall have 48 hours to review invoice and dispute any charges with HiValley. Once the review period has passed HiValley will provide ADT with invoice details for Client. ADT will withhold funding and pay HiValley directly. If, for any reason, HiValley is unable to collect payment from ADT for services provided to Client, it will bill Client directly and Client will be responsible for payment. 7. Failure To Pay. In the event that HiValley is unable to collect payment from Client as described herein, a thirty (30) day grace period will occur. HiValley will notify Client their

2 account is considered delinquent after fifteen (15) days, and will remove all access to the services herein if payment in full is not collected prior to expiration of the grace period. 8. Severability. If any provision hereof shall be found unenforceable or invalid under any such law, rule or regulation, the same shall not affect the remaining provisions of this Agreement, provided no injustice shall be created thereby, and to this end the provisions hereof are intended to be and shall be severable. In the event of such injustice, the parties shall confer in good faith to ameliorate the injustice by appropriate means. 9. Governing Law And Litigation. Any disputes arising from this contract will be litigated or arbitrated in Utah County, Utah. This Agreement shall be governed and construed in accordance with the laws of the State of Utah, USA. 10. Non- Disclosure. HiValley and Client both agree to hold confidential or proprietary information or trade secrets ("confidential information") in trust and confidence and agree that such information shall be used only for the contemplated purposes, shall not be used for any other purpose, or disclosed to any third party. 11. Disclaimer of Liability and Reliability. HiValley relies on data from third parties for the fulfillment of certain features and functionality within SecurityTrax, including but not limited to geocoding, BIN lookups, and various API integrations. Every effort has been made to have the most current, correct and clearly expressed information possible. Nevertheless, inadvertent errors in information may occur. HiValley and its authorized agents and contractors make no warranties or representations whatsoever regarding the quality, content, completeness, suitability, adequacy, sequence, accuracy or timeliness of such information and data from any third party. The services, information, and data made available in SecurityTrax are provided "as is" without warranties of any kind. HiValley, its authorized agents and contractors make no representations or warranties regarding the condition or functionality of features within SecurityTrax that rely on Third Party data and information, its suitability for use or that those features relying on third party data will be uninterrupted or error free. 12. Subcontracting. HiValley reserves the right to assign other developers or subcontractors to this project. 13. Warranties And Liability. HiValley does not warrant that the functions of the web site will meet the Client's expectations or resulting business. In no event will HiValley or its sub- contractors be liable to the Client or any third- party for any damages, including any lost profits, lost savings, lost data, or other incidental, consequential or special damages arising out of the operation, misuse of, or inability to operate SecurityTrax, even if HiValley has been advised of the possibility of such damages. NEITHER CLIENT NOR HIVALLEY (NOR ITS AFFILIATES) SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING IN CONNECTION WITH THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY OR NEGLIGENCE, OR OTHER ACTIONS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 14. Waivers And Waiver of Jury Trial. No failure or any delay by either party in exercising its rights, and no course of dealing with respect to any right of such party of any obligation of the other party to this Agreement, shall operate as a waiver thereof, unless and only to the extent agreed to in writing by both parties. CLIENT AND HIVALLEY EACH HEREBY WAIVE THEIR RIGHT TO A JURY TRIAL IN ANY LEGAL PROCEEDING ARISING OUT OF OR IN ANY MANNER CONNECTED WITH OR RELATED TO THIS AGREEMENT.

3 10. Employee Access Only. Client agrees to only provide access to the SecurityTrax application (via user accounts) to its employees and bona fide independent contractors. All other 3 rd parties are explicitly denied access and authorizing such will constitute a fundamental breach of this agreement. 15. Backup and Security. HiValley agrees to make all reasonable efforts using industry standards to protect Client owned data. This includes securing Client information and providing both on and off- site backups. 16. Total Ownership. It is agreed that HiValley reserves and retains total inclusive rights, privileges and ownership of all code or other assets developed under this or any subsequent agreement. 17. Industry Standards. All services described herein are to be performed by HiValley and/or its contractors in accordance with the most commonly accepted standards and practices of the web services industry. 18. Use of Confidential Fields. Client agrees to store customer confidential information within the fields so named in the SecurityTrax application. HiValley gives no warranties to the protection of or security of any information that is not stored in the properly designated fields.

4 SCHEDULE 1 FIRST 90- DAYS SERVICES AND PRICING 1. ADT Funding. ADT will be providing funding for the initial setup costs and unlimited use of services outlined below in 2. Services Included during the first 90- day period. 1. Pricing. Client shall not be responsible to HiValley for the items covered in 1. ADT Funding. Client would, however, be responsible to pay for any specialized or custom work (at their request and authorization) performed by HiValley in their behalf. 2. Services Included. During the first 90- days of this agreement Client shall have unlimited access to the following features ( included promotional period features ) of the SecurityTrax platform: a. SecurityTrax Main web application with core features b. SecurityTrax Mobile web application with core features c. DocuSign Integration with unlimited envelopes (stock workflow) e. Unlimited API interactions to ADT d. Unlimited Billable Customer Records and Billable Lead Records 3. Additional Services. HiValley will be under no obligation to provide any customizations to the services included in this section. Any desired customizations or additional work done in this period will be done so under the terms found in Schedule 2. SCHEDULE 2 SERVICES AND PRICING Client will be responsible for all payments of continued service beyond the first 90- day period. ADT has no contractual obligations beyond those outlined in Schedule 1 and is not a party of this agreement in any form after the first 90- days, other than to facilitate payment to HiValley. This section outlines pre- negotiated prices for base fees and services, as well as optional add- ons. 1. Base Fees. The following base fees apply and are required for the use of the SecurityTrax application. Note that max charge for an identity (unique lead or customer record) is $1.00. If Billable Lead To Customer Conversion occurs, the differential will be billed. a. SecurityTrax Main: $385/month b. Billable Customer Record: $1/each (one- time fee) c. Billable Lead Record: $.025/each (one- time fee) 2. Base Services. HiValley agrees to provide the following included services (at no additional expense) for the base fees in this schedule: a. SecurityTrax Main web application core features b. DocuSign Integration c. Available ADT API Integration(s) d. Unlimited employee access as described herein e. Available API interactions between other SecurityTrax instances as desired f. Ten (10) gigabytes of included disk storage (overages apply, see below). Note: this space is specifically for files uploaded by Client into SecurityTrax. Database size and bandwidth are unlimited and no additional fees with apply.

5 3. Optional Services. HiValley agrees to provide the following optional services at the following rates. Please select the desired additional features. a. SecurityTrax Mobile: $235/month b. Credit Card BIN checks: $100/month c. Phone dialer integration: $250/month d. Phone server recordings: $250/month e. SMS service: $.05/each f. FTP bulk file upload: $50/month g. Additional file storage: $10/month/Gigabyte h. 3 rd Party API access: $500/each/month i. Hourly work: $110/hour (See below) j. Enhanced Inventory: See below k. Data import: See below l. Payroll calculations: See below m. Payment processing No charge 3.1 Enhanced Inventory Pricing. $100/month base charge. Additional charges apply based on the number of users involved in the inventory system. HiValley will tally the number of users to be billed by determining which users were involved in inventory related entries. Client will be billed the 1 st of the month for the previous month s usage according to the values below: - Users 1-50 = $15 each per month - Users = $10 each per month - Users 101 and beyond = $7.50 each per month 3.2 Additional Services And Hourly Work. The terms and conditions set forth in this document constitute the sole agreement between HiValley and the Client regarding SecurityTrax services. The creation of tickets in the SecurityTrax application that are not bug fixes or otherwise general problems with SecurityTrax shall be deemed desired work and therefore billable items to Client. HiValley does not guarantee additional development hours within any timeline without the existence of a support agreement (see below). Should the Client desire this additional development and HiValley performs the work the Client agrees to pay HiValley at the hourly rate above. 3.3 Database/Existing Customer Import. Importing client s existing customer database into SecurityTrax is considered an additional service at an additional cost. In order to give a quote for this service HiValley will need to review the data to be imported. Client must be able to provide that data in a file/format acceptable to HiValley for import. After review HiValley will inform client if the import is possible and provide a quote for the cost to the Client for said import. 3.4 Payroll Setup. Client acknowledges and understands that Payroll setup in SecurityTrax is an additional service at an additional cost. Each company s payroll structures are different and require unique calculations and varying programming hours. If Client so desires, HiValley will provide an in depth consultation surrounding the Client s payroll setup and provide an estimate of time and cost to set up Client s payroll.

6 SCHEDULE 3 OPTIONAL SERVICE AGREEMENT The Service Agreement guarantees the agreed upon hours per month as dedicated support and development time for the Client. 1. Term. The term of this Service Agreement shall continue for 6 consecutive months. Both parties agree to be bound to the terms and conditions of this agreement for the entire term. It is agreed that this agreement will continually auto- renew for the same term at the end of the initial term unless written notice is provided within 30 days of the end of the active term. 2. Service And Support. HiValley agrees to provide support and development services under this agreement for the hours agreed upon below. HiValley s obligation to provide support and development services is expressly conditioned upon, and limited to, the presence of action items on the Master Ticket List, which shall be updated by Client and made available to HiValley through the SecurityTrax ticketing system. Client shall be responsible to determine which enhancements are placed on the Master Ticket List and those that are excluded from it. Hours are reset each month and are not subject to rolling forward. The Parties agree that HiValley shall have the right to review and decline specific enhancement requests if it determines, that the desired changes will jeopardize, or have potential to negatively impact, its business. 3. Service Point Of Contact. Client agrees to provide a single point of contact for relaying and reviewing prioritized development needs. 4. Use Or Lose. Parties agree that hours are use or lose. There shall be no rolling forward of unused hours from one month to the next. Monthly Service Agreement Hours Desired: 10- hour minimum must increment by 10.

7 IN WITNESS WHEREOF the parties have executed this Agreement as of the Effective Date shown above. HiValley Client By: Signature By: Signature Name Printed: Name Printed: Title: Title:

8 ATTACHMENT 1 DEFINITIONS AND OPTIONAL SERVICES DESCRIPTIONS DEFINITIONS Billable Customer Record: any record managed in SecurityTrax under the customer section, independent of future disposition. Billable Lead Record: any record management in SecurityTrax under the lead section, independent of future disposition. Billable Lead To Customer Conversion: defines an identity record in SecurityTrax that initiated existence as a lead but was subsequently converted to a customer record. DocuSign Integration: this represents the ability to communicate technically with DocuSign though APIs included in SecurityTrax. SecurityTrax Main: this represents the primary web application designed for full browser support. SecurityTrax Mobile: the represents the web application that has been designed specifically for the use on mobile devices. OPTIONAL SERVICES DESCRIPTIONS SecurityTrax Mobile. Access to the capabilities provided on the mobile version of SecurityTrax. Access will be provided to all granted users and with no additional per user charges. Credit Card BIN Checks. BIN checks provide the ability to detect (and subsequently reject) certain types of credit cards. Mostly commonly rejected are those classified as rebate or pre- paid. The service comes with unlimited lookups per month. Phone Dialer Integration. This service allows dialers to interact with SecurityTrax in various ways depending on the capabilities of the chosen dialer. Phone Server Recordings. HiValley provides either a local or toll free number to Client. Client then has access to dial that number and patch into a provided recorded line. Once the SecurityTrax line is dropped the content of the recorded call is compressed as an MP3 and attached directly to the customer record in SecurityTrax. SMS Service. Provides the ability to send native SMS messages and text messages. Charges only apply to native SMS messages. This service includes STOP service, preventing future messages being sent if the person explicitly opts- out. FTP Bulk File Upload. With this service, HiValley with create a secure FTP account that will allow for the bulk uploading of customer files. The uploaded files are then processed in batch and attached to the appropriate customer records. Additional File Storage. Once included file disk space is fully utilized additional file charges apply. Used space is automatically calculated and charges automatically are

9 applied for overage. Note that this space is strictly limited to files that are uploaded (in one of several ways) by Client, and therefore does not include database sizes. 3 rd Party API Access. This would be any explicitly needed API connection from any 3 rd party that is either 1) not using SecurityTrax for communication or 2) not working exclusively with leads (which is provided without additional fees).

10 ATTACHMENT 2 NEW CLIENT WORKSHEET Please read the following carefully and provide the appropriate information. This information will help HiValley expedite the SecurityTrax site creation. Primary Contact. Name: Phone: Technical Contact. Name: Phone: SecurityTrax Tickets. SecurityTrax has a built in ticketing system used for communicating with HiValley regarding bugs, enhancement requests, or general questions. HiValley requires a master address to be used with this system. This address is provided to us in order to help you maintain control over all tickets submitted by you and your employees to SecurityTrax support staff. All updates to tickets will be copied to the ticket owner as well as this . HiValley recommends that one or more people monitor this address to assure that tickets submitted to HiValley are not being submitted by your employees that will incur programming or development charges not authorized. HiValley recommends making this a mailing list, however this not required. Example: securitytrax- tickets@yourdomain.com. Ticket Payment Processing. SecurityTrax has the ability to process customer payments. HiValley does not charge for this service but does require Client to setup a merchant account with our integrated partner, Prime Payments. Would you like Prime Payments to send you an application? Revision:

11 ADT Dealer Promotion February 10, 2014 PRICING COMPONENTS FIRST 90 DAYS AFTER 90 DAYS Setup Fees SecurityTrax Cloud $385/mo SecurityTrax Mobile (optional) $235/mo Customer Record $1/per (one-time) 1 Lead Records $0.25/per (one-time) 1 INCLUDED FEATURES DocuSign Integration 2 ADT API Integration As Available As Available Customer Management Lead Management Inventory Management Payment Processing Robust Reporting Intelligent Technician Scheduling Ticket / Issue Tracking Funding Calculations Detailed Logging Data Security & Backup Comprehensive Online Solution 1 All customer and lead charges are one-time and do not recur. Any lead record that converts to a customer will assess the differential charge of $ Although SecurityTrax is fully capable, CA, NC, and VT currently have state-specific restrictions and/or limitations around the use of econtracts. Please check with ADT for details. 51 East 800 North Spanish Fork, UT securitytrax.com

12 What s Not Included? Any product or service not listed above is not included. SecurityTrax offers several addon services that are not covered by ADT in the promotional period. Dealers have the option to purchase these items separately if they choose. Some examples are: General Customizations The SecurityTrax platform as described above will be provided as-is. Data Import If you have data that is in another system that you want imported you ll need to work with SecurityTrax to obtain a quote for this service. Pricye depends on the complexity of the import. Payroll Calculations SecurityTrax can help calculate your payroll, however this requires custom work. Price depends on the complexity of the payroll structure. Enhanced Inventory Tracking While inventory management is inlcuded, SecurityTrax offers a more robust inventory system that allows for auto-reordering (electronically) with equipment vendors and other features. Other Add-Ons SecurityTrax has many plugins and add-ons available. These are not included by ADT during the promotional period. 51 East 800 North Spanish Fork, UT securitytrax.com