06/01/2020 to 05/31/2021 Monroe County Purchasing Policy and Procedures
ATTACHMENT D.7
COUNTY ADMINISTRATOR
CONTRACT RENEWAL FORM FOR CONTRACTS LESS THAN$50,000.00
Contract with: NextRequest co. Contract#
Renewal Date: 61112020
Expiration Date: 5GI12021
Contract Renewal Notes: NextRequest is a Records Request Tracking SoluBan that has successfuNy helped manage
the tracking,bung,and request correspondence involved with the Counties FS 119 requests.
FAILURE TO MEET ONE OR MORE OF THE CONDITIONS SET FORTH BELOW
WILL REQUIRE APPROVAL BY THE BOCC
❑The BOCC approved agreement provided for a renewal subject to the terms and conditions set
forth in in the initial contract.
®The Contractor has performed in a satisfactory manner and the contract manager has verified
satisfactory performance
® The Contractor has requested and agrees to renewal(renewal agreement should first be
signed by Contractor)
❑ The renewal period is set forth in the BOCC approved agreement
® The total cumulative value,including any Consumer Price Index(CPI)increase,of the
renewal is less than$50,000.00
The following Contract Manager has verified that the above conditions have been met.
Contract Manager. Brian Bradley► 3177 County Attorney I Stop#7
(Name) (Ext.) (Department/Stop#)
Page 72 of 74
ATTACMMNT D.6
COUNTY ADMINISTRATOR
CONTRACT SUMMARY FORM FOR CONTRACTS LESS THAN$50,000.00
Contract with: NextRequest Co. Contract
Effective Date: 611
Expiration Date: WIM21
Contract Purpose/Description:
NextReauest is a Records Re guest Tracking Solution for managing all as acts of a
Public records request from billing to tracking of request correspondence. The software
will help miff ate the risk of potenbal non-compliance lawsuits via automated re guest
trackin . Eliminating a plug-in redaction tool from this agreement renewal bdn s in a
cost savings of 3 970.65.
Contract is Original Agreement Contract Amendment/Extension Renewal
Contract Manager: Brian Bradley 3177 County Attorney/slop#7
(Name) (Ext.) (Department/Stop#)
CONTRACT COSTS
i
Total Dollar Value of Contract: $ Current Year Portion: $
(must be has d=$50, ) (If mukiyMaarcemmi tbcn
ro=soCc MxvvA md=the
Ic d cumuhoivc amomais Irms than
12,069.75 50'A. . qqy. 12.069.75
Budgeted?Yes❑ No Account Codes: 001 -00101 _530524_ _
Grant: $
County Match: $ - - - -
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
of included in dollar value above e. ,utilities,janitorial,salaries,etc.
CONTRACT REVIEW
Changes Date Out
a In Needed Reviewer
Department H J Yes[_ NoID
Risk M ement 0 es No P ,P r ` Lo IL
O.M.B./Purchasing i Yes No Uh n
County Attorney Yes[]N
Comments:
Page 71 of 7
4'��NextRequest
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NextRequest for Monroe County
Prepared for: Brian Bradley, Monroe County
Prepared by:Ange'Hque Mansell (NextRequest)
Date: Jun 17,2020
0-,NextRequest
What do I get with A n a IL-i—n=on e P_&ffbi m fo r m a n aging-re mr-d-s
NeARequest? reqmestsacross your entire agency. It's an annual
subscription with unlimited users, and includes:
• Workflow Tools
• Document Hosting&Management
• Administrative Tools(user and dept.roles and permissions)
• Dashboards and Custom Reporting
• Request Diversion
• Regular Product Improvements and Feature Updates
• Redaction (optional module)
• Invoicing Payments(optional module)
• RapidReview(optional module)
Customer Support? Our Success Team will work with you to create a
customized Success Plan as well as provide ongoing
support, including:
• Implementation Plan
• Initial Application Configuration
• Staff Training Sessions
• Chat,Email,and,Phone Support
• Regular Refresher Training Webinars
Security? We protect your information using:
• SOC 2 Security Audit
• Encryption andThreat/Uptime Monitoring
go See a full overview at:DgjLrW,k!p.5t,g2mb&curi ly
Technical Requirements? NextRequest is entirely web based and software-as-a-
service
* Everything in the cloud-no downloads or installations
* Works on all modern web browsers
* Unlimited users across your agency-no per seat or user fees
NextRequest Order Form - Monroe County
Current Date; Jun 11,2020 (valid for 60 days from Current Date)
Customer MonroeCounty Term Start June l,2020
4'�*NextRequest
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Address 3.100 Simonton Stteet,Key West,FL Term End May31,2021
Contact Brian Bradley Invoicing Invoiced Annually
Name Price QTY Subtotal
Annual NextRequest License(yearly) $10,972.50 1 $10,972.50
t M o d il 1-1111.e
* Unlimited us, rs ir-I specified agency or departm,,entfs
*Support:Dec,,Hcatt:.d ctvstcrmer successstaff;re,,sponses ma 1, 1-1,-Jsiness day
*REqUeSt Cap of 1,1'350
Payment Module(yearly) $1,097.25 1 $1,097.25
Optionai integration willh Stripe payrnent Y-processor.
Subtotal $12,069.T5
Total $12,069.T5
Service Agreement
Welcome to NextRequest!Thanks for using our platform.This Service Agreement("Agreement")is entered between NextRequest Co.,with a place of
business at 433 Bryant St,San Francisco,CA 94107 USA("NextRequest"),and the Customer listed above("Customer"),as of the Effective Date.This
Agreement Includes the above subscription and support(the"Services")and incorporates the above order Form as well as the Terms and Conditions
and Service Level Agreement available athaU1dLwww ngJxr &gndilign and which contains,among other things,warranty
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disclaimers,liability limitations and use limitations.There shall be no force or effect to any different terms of any related purchase order or similar
form even if signed by the parties after the date hereof.
Renewals
Pricing may be subject to a standard 5%annual increase to account for application improvements,new features and inflation,
Monroe County NextRequest Co.
..�Signature:
S ignature:
Name&Title:Q(A141 CIPW F-ff A Name&Title: Reed Duacy-Gibbs,CEO-4m
MONROE COUNTY ATTORNEY
,PPR 'I�.DAS TO FOiM4:
Date: 13 Date:
W
&UJ , ao'�D 06/17/2020 CHRISTINELIMBERT-BARROWS
ASSISTANT COUNTY ATTORNEY
DATE.... 7-- 11 J420
Accounts Payable Info VWII issue P0?
Name; Email: Phone: Yes: ❑ No: ❑
"�*NextRequest
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Download our W-9 at ngxLrCg (password.fbiasoftware)
NextRequest
Terms and Conditions
Version 3.0 (July 2018)
These Terms and Conditions, together with the order form("Order Form")executed between
NextRequest Co.and Customer,which is incorporated herein by reference,constitute a legally
binding contract between NextRequest and Customer.The Order Form, together with these
Terns and Conditions is referred to as the "Agreement" or"Service Agreement". Any terns on
Customer's purchase order or other business forms by which Customer orders or pays for
Service will not become part of this Agreement.
NextRequest means NextRequest Co.,a Delaware Corporation with principal offices at 433
Bryant Street,San Francisco,CA 94107 and Customer means the entity or person identified as
such in the Order Form.Each of NextRequest and Customer may each be referred to as a
"Party" and together as the"Parties".
Terms and Conditions
1. Services
1.1. NextRequest Service.During the term of this agreement,NextRequest will use
commercially reasonable efforts to deploy, host, and maintain for Customer an instance
of the Service as further described in the Order Form.
1.2. Service Level Agreement. NextRequest will provide support for the Service according
to the terms of the Service Level Agreement attached hereto as Exhibit A and
incorporated by reference.
1.3. Other Services.If provided in the Order Form, NextRequest will provide Additional
Services consistent with industry standards and according to the terms in the Order
Form.Services such as setup or customer support will be provided during Business
Hours,online,or by telephone,unless otherwise agreed to by the Parties.
1.4. Excluded Services.Unless expressly provided in the Order Form, NextRequest is not
responsible for 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);or
direct support to Requesters.
1.5. Security.The Service is hosted by third-party Service Providers pursuant to agreements
between NextRequest and such Service Providers. NextRequest maintains the level of
security outlined in NextRequest's Systems Security Plan ("Security Plan),which is
available at TM to 1 t 4 ! s r C` kI U, gtv r,
2. Intellectual Property and Licenses.
2.1. Service.The Service is protected by copyright, trademark, trade secret, and other
intellectual property laws of both the United States and foreign countries. Except for the
express licenses granted in this Section 2.1,NextRequest reserves all rights in the
Service.As between Customer and NextRequest, NextRequest retains all and exclusive
rights, title, and interest in and to the Service, including all Intellectual Property in the
Service and any software used to provide the Service to Customer.During the Term
and conditioned upon Customer's compliance with all provisions of this Agreement,
NextRequest hereby authorizes Customer to access and use the Service for purpose of
Document Rat 6WWC-L7H2H-AFC?9-7S18H Pape 4 of 20
accepting, responding to and managing public records requests and publishing
responsive documents("Purpose"),and grants to Customer a personal, limited,
royalty-free, non-exclusive,non-assignable,non-sublicensable and non-transferable
right and license to use the Service only for the Purpose. Customer and Customer's
Users shall not(a) copy,modify, translate or create derivative or or improvements
of the Service;(b) rent, lease, lend,sell,sublicense,assign,distribute, publish, transfer or
otherwise make available any Service or any part or derivative thereof to any person;
(c)reverse engineer, disassemble, deco pile,decode, adapt or otherwise attempt to
derive or gain access to the source code, underlying ideas, algorithms, structure or
organization of the Service, in whole or in part;or(d) defeat,bypass,breach, deactivate,
or otherwise circumvent any security device or protection used by the Service or access
or use the Service other than through the use of its own then valid access credentials.
2.2, Third-Party Software.Open source software licenses for components of the Service
released under an open source license constitute separate written agreements.To the
limited extent that the open source software licenses expressly supersede this
Agreement, the open source licenses govern Customer's agreement with NextRequest
for the use of the components of the Service released under an open source license. For
the avoidance of doubt, the owners of the open source licenses do not have access to
Customer Content or Requester Content.
23. Customer Content.As between Customer and NextRequest,Customer retains
ownership of all Intellectual Property in Customer Content.Customer grants to
NextRequest,its Service Providers and each of NextRequest's respective subsidiaries,
affiliates, and successors a worldwide,non-exclusive, royalty-free, fully-paid,
transferable, irrevocable, perpetual, unlimited, and sub-licensable right to use,host,
store,cache, reproduce, publish,publicly display, perform,distribute, transmit,
translate, publicly perform, adapt, and modify Customer Content, in all media now
known or later developed, for the purpose of providing, maintaining,operating, or
improving the Service. NextRequest and its Service Providers may access or use
Customer Content as necessary to maintain or provide the Service,comply with the law
or an order of a governmental body, as permitted under Section 6
2.4. Requester Content.Nextrequest and/or Requesters retain ownership of all Intellectual
Property in Requester Content. NextRequest grants to Customer a worldwide,
non-exclusive, royalty-free, fully-paid,non-transferrable, irrevocable, perpetual, and
non-sublicensable right to use Requester Content for the Purpose.
2.5. Usage Data. NextRequests retains ownership of all Intellectual Property in Usage Data,
and Customer hereby unconditionally and irrevocably grants to NextRequest an
assignment of all right, title and interest in and to the Usage Data, including all
Intellectual Property rights relating thereto. NextRequest grants to Customer a
worldwide, non-exclusive, royalty-free, fully-paid,non-transferrable, irrevocable,
perpetual, and non-sublicensable right to use Usage Data for the Purpose.
16. Transfer of Content. Customer Content may be disclosed and otherwise transferred to
an acquirer, or successor or assignee as part of any merger, acquisition,debt financing,
sale of company assets, or similar transaction,as well as in the event of an insolvency,
bankruptcy,or receivership in which such data is transferred to one Or more third
parties as a Nex tReques t business asset.
2.7. Feedback and improvements. Any suggestions provided by Customer to NextRequest
with respect to NextRequest's products or services shall be collectively deemed
"Feedback." NextRequest will be free to use Feedback without any obligation to
Document Rat 5QPWCL7AZH-AECM7S18H Page 5 of 20
Customer and Customer hereby assigns to NextRequest all rights, title,and interest in
and to any Feedback.NextRequest will be considered the sole author of all
modifications or improvements to the Service.NextRequest may use Customer Content
to improve the Service and shall be the sole owner of any such improvements,so long
as such use protects the confidentiality of Customer Content.
3. Customer Obligations
3.1. Payment.Customer will make all payments required under Section 5.
3.2. 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 Customer Users.
Customer's user names,passwords,other login information or personal information
may be stored by NextRequest or its Service Providers in the course of providing
Service and may be available to the NextRequest application and Service Providers.
3.3. Data Backup.Customer will maintain backups of all Customer Content stored in the
Service in an environment separate from the Service.
3.4. Laws Applicable to Customer. Customer is solely responsible for Customer Content
and will comply with all laws applicable to Customer's use of the Service, including
without limitation privacy and security laws and laws regarding the export of data or
software.NextRequest shall not be liable for any damages that arise due to Customer or
Customer Users'publication, processing,storage or transmission of any information in
violation of any law. Customer represents and warrants that it has reviewed the
Security Plan carefully and has made its own, independent determination whether the
levels of privacy and security set forth in the Security Plan are sufficient for Customer's
use of the Service. Customer acknowledges and agrees that the Service,including
without limitation the degree of privacy and security provided by the Service,may not
comply with special privacy and security requirements relating to the processing,
storage or transmission of Sensitive Information. Customer will not use the Service to
process any information subject to the Health Insurance Portability and Accountability
Act("HIPAA"). Customer agrees that if Customer uses the Service to process Sensitive
Information, any such use is at Customer's own risk and NextRequest will have no
liability to Customer or any third party arising out of or relating to such use.Customer
will indemnify NextRequest and its Service Providers against any and all damages,
liabilities, costs,and expenses(including reasonable attorneys' fees) arising out of or
relating to such use.Customer will not disclose to NextRequest or any third party any
information that Customer is prohibited by any law or regulation from disclosing. To
the extent that Customer Content causes NextRequest or its Service Providers to be
subject to any law to which it otherwise would not be subject(such as HIPAA),
NextRequest or its Service Providers may remove such data pursuant to Section 9 or
discontinue the Service without any liability except to refund any fees Customer paid to
NextRequest attributable to unused services.
3.5 Public Records Laws. Customer is solely responsible for compliance with all applicable
public record laws and under no circumstances shall NextRequest be liable for any
damages relating to non-compliance, regardless of whether such non-compliance arises
out of or relates to Customer's use of or reliance on the Service. Customer warrants
that Customer is solely responsible for all Customer Content and use of Customer
downmt Rat.5QPWC-L7AZH-MC78-7518H Pape 6 of 20
Content by Requesters. Neither NextRequest nor its Service Providers guarantees the
accuracy, integrity or quality of Customer Content.
Public Records Compliance. NextRequest must comply with Florida public records
laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article
I of the Constitution of Florida. The Customer and Next Request shall allow and permit
reasonable access to, and inspection of, all documents, records,papers, letters or other
"public record" materials in its possession or under its control subject to the provisions
of Chapter 119, Florida Statutes,and made or received by the Customer and
Next Request in conjunction with this contract and related to contract performance. The
Customer shall have the right to unilaterally cancel this contract upon violation of this
provision by Next Request. Failure of Next Request to abide by the terms of this
provision shall be deemed a material breach of this contract and the Customer may
enforce the terms of this provision in the form of a court proceeding and shall, as a
prevailing party, be entitled to reimbursement of all attorney's fees and costs associated
with that proceeding. This provision shall survive any termination or expiration of the
contract.
Next Request is encouraged to consult with its advisors about Florida Public Records Law
in order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract,NextRequest is
required to:
(1) Keep and maintain public records that would be required by the Customer to
perform the service.
(2) Upon receipt from the Customer's custodian of records,provide the Customer with
a copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in this chapter or as
otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract to and following completion of the contract if the Next Request
does not transfer the records to the Customer.
(4) on completion of the contract, transfer, at no cost, to the Customer all public records
in possession of NextRequest or keep and maintain public records that would be required
by the Customer to perform the service. If NextRequest transfers all public records to the
Customera on completion of the contract,Next Request shall destroy any duplicate
public records that are exempt or confidential and exempt from public records disclosure
Dowmnt Ref 5CFWC-L7AZH-AEC79-7SI8H Page 7 of 20
requirements. If NextRequest keeps and maintains public records upon completion of the
contract,NextRequest shall meet all applicable requirements for retaining public records.
All records stored electronically must be provided to the Customer, upon request from the
Customer's custodian of records, in a format that is compatible with the infon-nation
technology systems of the Customer.
(5) A request to inspect or copy public records relating to a Customer contract must be
made directly to the Customer, but if the Customer does not possess the requested
records,the Customer shall immediately notify NextRequcst of the request, and
NextRequest must provide the records to the Customer or allow the records to be
inspected or copied within a reasonable time.
If NextRequest does not comply with the Customer's request for records, the Customer shall
enforce the public records contract provisions in accordance with the contract,
notwithstanding the Customer's option and right to unilaterally cancel this contract upon
violation of this provision by NextRequest.NextRequest who fails to provide the public
records to the Customer or pursuant to a valid public records request within a reasonable
time may be subject to penalties under section 119.10, Florida Statutes.
NextRequest shall not transfer custody, release, alter, destroy or otherwise dispose of any public
records unless or otherwise provided in this provision or as otherwise provided by law.
IF NEXTREQUIEST HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO NEXT REQUEST'S
DUTY TO PROVIDEPUBLIC RECORDS—RELATING TO THIS
CONTRA CT, CONTACT TH E CUSTODIAN—OX-PU-B-L LC
RECORD& BRIAN BRADLEY AT PHONE# 305-292-3470
BRADLEY-BRIANkMONRQE!CoMY-FL.CzOVs MQNROE
COUNTY ATTORNEY'S OFFICE 1111 12Tm Street, SUITE 408, KEY
WEST, FL 33040,
3.6. Acceptable Use Policy. Customer and Customer Users shall not use the Service(i) to
send or facilitate the sending of unsolicited bulk commercial email(sparn)or
inundating a target with communications requests so the target cannot effectively
respond to legitimate traffic; (ii) to send, upload, distribute, or transmit or store
Docuwmt Ref.5WWC-L7A2HAEC79-7S18H Page a of 20
Prohibited Content(iii) to distribu alware, including viruses,worms,Trojan horses,
corrupted files, hoaxes, or other items of a destructive or deceptive nature;(iv) to alter,
disable, interfere with, disrupt,circumvent or exploit vulnerabilities in any aspect of the
Service or NextRequeses or it parties' other services or systems; (vi) monitor data or
traffic on the Service without permission;(vii) forge TCP-lP packet headers,e-mail
headers, or any part of a message describing its origin or route;(viii) to infringe or
misappropriate the Intellectual Property or privacy rights of any person; (vii)to
otherwise violate,or promote the violation of, any law or the legal rights of any person;
(viii) to impersonate another person; (ix)for any high risk use where failure of the
Service could lead to death or serious bodily injury or any person or to physical or
envirorunental damages,such as applications controlling transportation, medical
systems or weaponry systems;or(x) to otherwise access or use the Service beyond the
scope of the authorization granted under Section 2.1. If Customer becomes aware of
any actual or threatened activity prohibited under this section,Customer shall
immediately take all reasonable measures to stop the activity, to mitigate its effects, and
to notify NextRequest.Customer is responsible for any act or omission of any Customer
User. NextRequest and its Service Providers may report any activity, including
disclosing appropriate information, if they suspect such activity violates any law or
regulation.
3.7. Service Policies and Privacy. Customer acknowledges and agrees that Requesters
must agree to the NextRequest Terms of Service available at
.. .....................................t..
, _ 1111,11111-111-11 1 , which maybe updated from time to time.
Customer agrees to the NextRequest privacy policy available at
https://www.nextrequest.com/privacypolicy,which applies to information collected
with respect to Requesters and with respect to the Agency and Agency personnel using
the Service, including Requester Content,Usage Data and email correspondence
handled by the Service.The NextRequest privacy policy applies to Usage Data, but
does not apply to Customer Content itself.
3.8. 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 Providers'
servers. Customer acknowledges and agrees that after deletion,under no
circumstances will NextRequest provide Customer with copies of Deleted Content.
NextRequest may provide Deleted Content to it parties as required by law or a court
order.
4, Customer Representations and Warranties.Customer represents and warrants and
undertakes that it has all necessary rights in the Customer Content to permit Customer's use
of the Service and to grant the licenses contained in this Agreement out infringing the
Intellectual Property or other rights of any it parties,violating any applicable laws,or
violating the to of any license or agreement to which it is bound.Customer represents
and warrants that it has full power and authority to enter into this Agreement and that it is
binding upon and enforceable in accordance with its terms.
5. Fees and Invoicing.
Document Rat.5WW1:-VAZH-AECM7518H Page 9 of 20
5.1 Fees,Invoicing. Customer will pay all fees stated in the Order Form within 30 days of
receiving an invoice from NextRequest.The Fees under this Agreement shall not exceed
$49,999.99 unless an written amendment is approve by both Customer and NextRequest
5.2 Expenses.If Customer purchases Hourly Services,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.
5.3 Taxes.Customer is exempt from taxes and therefore is not responsible for any taxes that
may be due as a result of this Agreement, including taxes on NextRequest's net income.
Customer must provide documentation of the exemption to NextRequest at the time of
Customer order.
6 Confidential Information
6.1 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. A Party will not use the Confidential Information of the other Party except as
permitted by this Agreement.Notwithstanding the foregoing(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 6; (ii)either
Party may disclose Confidential Information, including personal data that is Customer
Content,Requester Content or Usage Data, if so required by law(including court order
or subpoena)or in response to lawful requests by public authorities;and (iii)Usage Date
relating to Customers Content that is also Confidential Information is subject to
NextRequest's Privacy Policy.
6.2 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,subject to Section 3.8,destroy all Confidential Information disclosed to it by
the other Party and provide certification that all such Confidential Information has been
returned or destroyed.
6.3 Notification Obligation.If a Party becomes aware of any unauthorized use or
disclosure of the Confidential Information of the other Party, it will make commercially
reasonable efforts to notify the other Party of the unauthorized use or disclosure and
assist in seeking a protective order or other appropriate remedy.
7 Publicity.Customer must first agree by Resolution to allow use of the County's logo before
NextRequest may publicly disclose Customer's use of the Service and may use Customer's
name and logo to identify Customer as its customer in promotional materials, including
press releases.
8 Term and Termination
8.1 Term.The term of this agreement begins on the earlier of(1)acceptance of these Terms
and Conditions by Customer or(2) the first date on which NextRequest begins
providing Services to Customer and ends on the later of(a) the last day of the Initial
Term as set forth in the Order Form, (b) the last date of any renewal term,or(c) the last
date on which NextRequest provides Services to Customer. Unless NextRequest
receives notice of termination from Customer 60 days or more before the expiration of
the initial tern(or any renewal term), the Agreement will renew automatically on the
terms set forth herein for an additional term of one year at NextRequest's then-current
rates.
Ck=ff ntRef.5CPWC.L7AZH-AEC78-7SM Pape 10 of 20
8.2 Termination for Convenience, Customer may terminate for convenience at any time
upon 30 days'written notice to NextRequest but will not be entitled to any refund of fees
already paid for any unused portion of the Service or unused Hourly Services..
8.3 Termination for Breach.Either Party 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 Party
describing the failure.
8.4 Termination in Insolvency. Either Party may terminate the Agreement with immediate
effect on written notice if 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-
8.5 Effect of Termination.Upon expiration or termination of this Agreement for any
reason, all licenses and rights to use the Service granted to Customer shall terminate
immediately and Customer shall immediately cease all use of the Service. If Customer
has paid in advance for Service, and this Agreement terminates due to material breach of
this Agreement by NextRequest, NextRequest shall refund Customer a prorated amount
of any amount already paid.Upon termination by Customer for convenience or due to
material breach by Customer, in addition to any remedy provided in this Agreement or
provided in law or equity,NextRequest shall be entitled to retain any amounts already
paid. The following to will survive expiration or termination of the Agreement:
Sections 2.3-2.7,4,5, 6, 11, 12 and 14 as well as all other provisions of the Agreement that
by their nature are intended to survive expiration or termination of the Agreement.
9 Removal of Customer Content, Suspension of Service
9.1 NextRequest and its Service Providers reserve the right to remove or prohibit any
Customer Content or Requester Content. NextRequest may suspend or terminate
Customer's use of the Service without liability if NextRequest or a Service Provider
reasonably believes that: (a)it is required to do so by law or a regulatory or government
body, or doing so is necessary to protect the rights of NextRequest,its Service Providers,
or its other customers; (b)Customer or any Customer User has failed to comply with any material torm of this Agreement,including the Acceptable Use Policy;(c)
Customer's or any Customer User's use violates applicable law or third-party rights;(d)
Customer Content causes NextRequest to be subject to any law to which it otherwise
would not be subject(for example, HIPAA);or(e) this Agreement expires or is
terminated.Notwithstanding the foregoing and for the avoidance of doubt,NextRequest
and its Service Providers have no obligation to monitor, filter,or disable access to any
Customer Content or Requester Content.
9.2 If NextReqnest or a Service Provider elects to remove Customer Content or suspend the
Service, to the extent possible.NextRequest will give Customer advance notice of at least
one(1)Business Day.
9.3 If Customer Content is removed as part of the notice-and-takedown procedure provided
by the Digital Nfillennium Copyright Act("DMCA"),and Customer believes such
Customer Content was wrongly removed as a result of a copyright infringement notice,
Customer may notify NextRequest as provided in section 6.3 of the Terms of Service.
Document Ref 5WWr_L7AZH-AEG79-7S18H Page 11 of 20
10 Changes to Services. NextRequest may change,update or discontinue any or all of the
Service at any time. NextRequest will make commercially reasonable efforts to timely notify
Customer of discontinuation of the Service.
11 Intellectual Property Infringement and Indemnification
111 NextRequest's Obligations for IP Infringement. If any action is instituted by a third
party against Customer based upon a claim that any part of the Service (an "Infringing
Item"), infringes a United States patent,copyright or trademark,NextRequest's sole
obligation will be at its option and expense to(a)procure for Customer the right to
continue using the Infringing Item, (b) replace or modify the Infringing Item so that it is
no longer infringing but continues to provide comparable functionality,or(c) terminate
this Agreement and Customer's access to the Service, in which case NextRequest shall
refund a prorated amount of any amounts paid for which Service have not yet been
received. NextRequest shall have no liability to Customer for any infringement action to
the extent such action arises out of a breach of the terms and conditions of this
Agreement by Customer or of the use of the Service(or any component part thereof)
after it has been modified by Customer without NextRequest's prior written consent.
This Section 11.1 states NextRequest's sole liability to,and Customer's exclusive remedy
against, NextRequest for infringement claims.
11.2 Customer's Indemnification of NextRequest.Subject to Sovereign Immunity
provisions of Sec.768.28,Florida Statutes, 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, Iiabilities,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;(b)Section 3.4, 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 Content or
Customer's use of the Service, whether or not Customer was aware of the allegedly
infringing conduct and whether or not the conduct is actually infringing.
12 Disclaimers and Limitations on NextRequest's Liability
12.1 NextRequest is not responsible to Customer or any third party for unauthorized
access to Customer Content or the unauthorized use of the Service unless the
unauthorized access or use results from NextRequest's or its Service Providers' failure to
meet its security obligations under this Agreement.Customer is responsible for the use
of the Service by any employee of Customer, any person Customer authorizes to use the
Service, any person to whom Customer has given access to the Service, and any person
who gains access to Customer Content or the Service as a result of Customer's failure to
use reasonable security precautions,even if such use was not authorized by Customer.
Customer is not responsible for the use of the Service by Requesters,so long as such use
would not otherwise be a violation of the foregoing sentence.
12.2 Disclaimer of Warranty.TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW,THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE"
AND 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,AND ALL WARRANTIES ARISING FROM COURSE OF
DEALING,USAGE OR TRADE PRACTICE.WITHOUT LRvII17NG THE GENERALITY
OF THE FOREGOING,NextRequest MAKES NO REPRESENTATION OR WARRANTY
Document aer 5QPwGL7AZH-AEC79-7S16H Pape 12 ot20
(A)USE OF THE SERVICE WILL MEET CUTOMERS REQUIREMENTS, (B)THAT
THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE,OR(C)REGARDING
THE ACCURACY OR RELIABILITY OF ANY CONTENT.
12.3 Limitation of Liability. NextRequest WILL NOT BE LIABLE FOR LOST REVENUES
OR INDIRECT,SPECIAL,INCIDENTAL, NSEQUENTIAL, EXEMPLARY,OR
PUNIME DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY(INCLUDING
NEGLIGENCE), EVEN IF IT KNEW OR SHOULD HAVE KNOWN THAT SUCH
DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A
REMEDY.IN NO EVENT WILL THE AGGREGATE LIABILITY OF NextRequest OR ITS
SUCCESSORS,LICENSORS,SERVICEP E SUPPLIERS UNDER OR IN
CONNECTION WMi THIS AGREEMENT OR ITS SUBJECT MATTER,UNDER ANY
LEGAL OR EQUITABLE THEORY,INCLUDING BREACH OF CONTRACT,TORT
(INCLUDING NEGLIGENCE),STRICT LIABILITY AND OTHERWISE EXCEED THE
TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER TO NextRequest UNDER THIS
AGREEMENT.TO THE EXTENT APPLICABLE LAW PROHIBITS THE FOREGOING
LIMITATION OF LIABILITY, NEXTREQUEST'S LIABILITY IS LM=D TO THE
GREATEST EXTENT ALLOWED BY APPLICABLE LAW.
12.4 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.
13 Payments Processing.This section applies to Customers who use the Payments Module.
The Payments Module is made available through agreement(s)with Stripe,Inc., the to of
which are available at 1 E. By electing to use the Pay ments Module,
Customer agrees to abide by the relevant terms of NextRequest's agreements with Stripe,
Inc., including without limitation terms relating to compliance with applicable laws,data
privacy,and permitted and prohibited uses.Transactions processed using the Payments
Module are handled directly between Requesters,Customer and Stripe and NextRequest
does not receive sensitive financial information (such as credit card or bank numbers)
relating to the transactions. The only data made available to NextRequest is a record of the
transaction including invoice information and the amount of the transaction.
14 General
14.1 Governing Law.This Agreement will in all respects be governed by and construed
and enforced in accordance with the laws of the State of Florida, out respect to
conflict-of-laws principles..
14.314.2 Adjudication of Disputes or Disagreements: Customer and NextRequest
agree that all disputes and disagreements shall be attempted to be resolved by meet
and confer sessions between representatives of each of the parties.The
CONTRACTOR and COUNTY Representative shall try to resolve the claim or
dispute with meet and confer sessions to be commenced within 15 days of the
dispute or claim. If the issue or issues are still not resolved to the satisfaction of the
parties, then any party shall have the right to seek such relief or remedy as may be
provided by this Agreement or by Florida law. This Agreement is not subject to
arbitration. 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 U.S.Certified Mail to the Party contact identified in the Order Form, and such
notice will be deemed valid as of the proof of delivery date.
Document Ref-5QMC-L7AZh-AEC79-7S18H Pne 13 of 20
14.4Assignment.Neither Party may assign any of its rights or obligations hereunder,
whether by operation of law or otherwise, without the prior written consent of the
other Party(not to be unreasonably withheld). Notwithstanding the foregoing,
either Party may assign this Agreement in its entirety, without consent of the other
Party, to its affiliate or in connection with a merger,acquisition,corporate
reorganization, or sale of all or substantially all of its assets.Subject to the foregoing,
this Agreement shall bind and inure to the benefit of the Parties, their respective
successors and permitted assigns.NextRequest may use Service Providers to
perform all or any part of the Service,but NextRequest remains responsible to
Customer under this Agreement for Service performed by its Service Providers to
the same extent as if NextRequest performed the Service itself.
14.5Force 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.
14.6odifications.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
terns on Customer's purchase order or other business forms by which Customer
orders or pays for Service will not become part of this Agreement.
14.7Entire Agreement.The Agreement, together with the Terms of Use and Privacy
Policy,constitutes the complete and exclusive agreement between the Parties
regarding the Service 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.
14.8Precedence.If there is a conflict between the Order Form and this Agreement, then
this Agreement will control.
14.9Unenforceable 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.
14.10 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.
14.11 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.
14.12 No Third-party Beneficiaries. There are no third-party beneficiaries to this
Agreement.
14.13 Counterparts.This Agreement may be executed in two or more counterparts,
each of which will be considered a legal original for all purposes.
15 Defined Terms
Omment R0$WWC-.rAZH-AEC79-7sa6H Page 14 of 20
Capitalized terms used in this Agreement have the following meanings:
"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 information that is marked or otherwise conspicuously
designated as confidential, and for NextRequest,scripts and other tools used in the Service.
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 Content" means content(such as data, text, audio, video,or images) that Customer
or Customer Users transfers to NextRequest for processing,storage or transmission in
connection with Customer's use of the Service, as well as any results(such as redacted versions
of documents) that Customer derives from the foregoing through its use of the Services.
Customer Content does not include Usage Data collected from Customer,Customer Users, or
Requesters,
"Customer User" means a person authorized by Customer,such as a Customere loyee, to
use the Service on Customer's behalf.Customer User does not include Requesters.
"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.
"Prohibited Content"means content(i) that violates any it party's rights, including privacy
or Intellectual Property rights; (ii) that is libelous, harassin& abusive, fraudulent, defamatory,
excessively profane, obscene, abusive, hate related, violent, harmful to minors;(iii) that
advocates racial ore is intolerance; (iv) intended to advocate or advance computer hacking or
cracking; (v)gambling; (vi)other illegal activity;(vii) drug paraphernalia;(viii) phishing;(ix)
malicious content;and (x) other material, products or services that violate or encourage conduct
that would violate any laws or third-party rights.
"Requester"means a person that uses the Service to make a public records request.
"Requester Content" means information provided by or collected from a Requester.Requester
Content does not include Usage Data collected from Requesters.
"Sensitive Information" means information such as financial data, personal data, individually
identifiable information about children, individually identifiable health information,
geolocation information about specific people,Social Security numbers, driver's license
numbers,other confidential ID numbers, financial account numbers, credit or debit card
numbers, personal identification numbers(PINs)or passwords,street addresses,phone
numbers or other personal information.
Dowmwt Ref. C•L7AZH-AECM7S18H Page 15 of 20
"Service"means NextRequest's integrated web-based service,which assists customers in
responding to public records requests. The Service consists of a core web-based application and
any optional modules which may be purchased by Customer. The details of the Service subject
to this Agreement are set forth in the Order Form.
"Service Level Agreement" or"SLA"means the NextRequest Service Level Agreement attached
as Exhibit A to this Agreement and incorporated by reference.
"Service Providers" means third-party providers of services that are part of the Service.
"Usage Data"means information other than Customer Content or Requester Content that is
collected, directly or indirectly, from Customer, Customer Users,or Requesters by or through
the Service, including information that incorporates or is derived from the processing, storage
or transmission of information, data or content by or through the Service as well as any
information, data or other content derived from NextRequest's or its Service Providers'
monitoring of Customer's access to or use of the Service such as information reflecting the
access or use of the Service by or on behalf of Customer, any Customer User,or any Requester.
do n=1 Re.60PWG-L'IAZH-MC76-75I8H Page 15 of 20
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 out uptime.Based on
past performance,NextRequest anticipates 99.9%uptime of the application, with the exception
of planned outages for maintenance and upgrades for is NextRequest notifies the Customer
24 hours in advance("Uptime"). If NextRequest fails to meet the time, 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 NextReqnest
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 NextReqnest learns 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.Service and Customer's data is hosted in the U.S.
2.Service Request Process
2.1 Service Request Definition. A Service Request is any email, phone call, or in-app chat 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, to with the corresponding Initial Response
Time within which NextRequest(or, in the case of Critical requests,our Hosting Partner) will
respond tote Customer's request and begin work on the issue:
DDwmant Ref 50PWC-L7AZH-AEC79-7S18H Page 17 of 20
Severity Level Definition Initial
(Priority) Response
Time
and Channel
Critical Service Service is inoperative, Customer's business operations or 2 hours
is inoperative productivity are severely impacted with no available (phone or
workaround, a critical security issue exists. email)
Standard (High) Service is operating but issue is causing significant 1 Business
disruption of Customer's business operations;workaround Day
is unavailable or inadequate. (phone or
email)
Standard Service is operating and issue's impact on the Customer's 1 Business
(Medium) business operations is moderate to low;a workaround or Day
alternative is available. (email)
Standard (Low) Issue is a minor inconvenience and does not impact 1 Business
business operations in any significant way; little or no time Day
sensitivity. (email)
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 in-app chat system.NextRequest support team
members or systems may also create tickets on the Customer's behalf in response to issues
identified by monitoring systems.
2.3.2 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 833-698-7778.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
Dmnwnt Re.5KFWC-L7AZH-AEC78-7518H Pop 18or 20
the Customer with regular updates until the issue is resolved and will coordinate with the
Customer during Business Hours.
2.5 Customer Responsibilities.The Customera rees 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 issues.
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 Service Agreement has been signed is defined as Customer
Support.This may include helping users with account creation, account to 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 Pre m 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.
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 in the future.
3.2 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
DowmeM Ref 6QPWC-L7AZH-AEC79-7S16H Page 19 af20
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.
3.3 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.
Monddy Uptime Days of Service added to the end of the service to at no charge to fft
Percentage you
<99.9% to>= 3
99.0%
<99.0% to>= 7
95.0%
<95.0% 15
3.4 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.
3.5 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.
Document ReF 5WWC-L7AZH-AEC79-7S18H Page 20 of 20