HomeMy WebLinkAboutFileTrail 2014-03-19F'ILETRAIL }IOSTED SOLUTIONS
MASTER SUBSCRIPTION AGREEMENT
BY SIGNING BELOW, YOUR ORGANIZATION ("CLIENT") AND FILETRAIL EACH AGREES TO
THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING CLIENT'S
USE OF THE SERVICE (THE ..SERVICE,,) AT IVTFILETRAIL.CoM oR FILETRAIL.CSM (THE
"WEBSITE") PROVIDED By FILETRAIL, rNC. (.,FILETRAIL").
As part of the Service, FileTrail will provide Client with use of the Service, including a browser interface,
transmission, aocess and storage. Client's payment for, or use o{ the Service stritt ire deemed to be
Client's agreement to abide by this Agreement including Exhibits A, B and C. For reference, a
Definitions section is included at the end of this Agreement.
1. Privacy Disclosure
FileTrail's privacy policies are set forth in Exhibit A hereto. FileTrail reserves the right to modify its
privacy policies in its reasonable discretion from time to time, after reasonable advance notice to Client.
Because the Service is a hosted, online application, FileTrail occasionally may need to notifz all users ofthe Service of important announcements regarding the operation of the Service. FileTiail shall not
disclose the fact that Client is a customer, or otherwise refer to Client, by name or otherwise, unless it has
obtained Client's specific written permission for such disclosure or reference in advanoe.
2. License Grant & Restrictions
FileTrail hereby grants Client a non-exclusive, non-transferable, worldwide right to use the Service,
solely for its own internal business purposes, subject to the terms and conditionJ of this Agreement. Ali
rights not expressly granted to Client are reserved by FileTrail and its licensors.
Client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially
exploit or make available to any thbd party the Service or the Content in any way; (ii) modify or makl
derivative works based upon the Service or the Content; or (iii) reverse engineer or access the Service in
order to (a) build a competitive product or serice, (b) build a product using similar ideas, features,
functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Seruice.
Client may use the Service only for its internal business purposes and shall not: (i) send spam or
otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing.
obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to
children or violative of third party privacy rights; (iii) send or store material containing software viruses,
worrns, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere
with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to
gain unauthorized access to the Service or its related systems or networks.
3. Client Responsibilities
Client is responsible for all activity occurring under its Account and shall abide by all applicable local,
state, national and foreign laws, treaties and regulations in connection with its use of the Service,
including those related to data privacy, international communications and the transmission of technical or
personal data. Client shall: (i) notifu FileTrail immediately of any unauthorized use of any Account or any
other known or suspected breach of securify; (ii) not impersonate another FileTrail user or provide false
identity information to gain access to or use the Service.
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4. Account Inform?tion and Data
FileTrail does not own any data, information or material that Client submits to the Service in the course ofusing the Service ("Customer Data"). Client, not FileTrail, shall have sole responsibility for the acc1,racy,quality, integrify, legality, reliability, appropriateness, and intellectual p.op"riy o*n".rhip or right to u.eof all Customer Data. Client may export Customer Data and current location information from the
database at any time and from time to time until termination of this Agreement and for 120 daysfollowing the Termination Date (regardless of which party terminates and regardless of the reason for t,
basis of the termination), and FileTrail shall assist Client in connection therewith, for which FileTrail mav
impose the service charge listed on Exhibit B hereto.
5. lntellectualProperr.vOwnership
FileTrail alone (and its licensors, where applicable) shall own all right, title and interest, including all
related Intellectual Properly Rights, in and to the FileTrail Technolory, the Content and the ServicJand
any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided
by Client or any other party relating to the Service. This Agreement is not a sale and does not ctnvey toClient any rights of ownership in or related to the Service, the FileTrail Technology or the Intellectual
Property Rights owned by FileTrail. The FileTrail name, the FileTrail logo, anJ the product names
associated with the Service are trademarks of FileTrail, Inc. or third parties, and no right or license is
granted to use them.
6. Charges and Pa]rment of Fees
Client shall pay all fees or charges to Client's account in accordance with the fees, charges, and billing
terms listed on Exhibit B hereto. Such fees will be due beginning on the first day of the next month.
FileTrail will not increase its fees and charges for two years following the Effective Date. Thereafter,pricing for products or services currently used by Client will not increase by more than 5yo or CpI
ittcrease, whichever is greater, in any year. All pricing tenns are confidential, and Client agrees not to
disclose them to any third party.
7. Billing and Renewal
The Service will automatically renew each month until termination of this Agreement. Client or FileTrail
may terminate this Agreement, for any reason or for no reason, effective as of the flrst day of any month
(the "Termination Date") by notice given by Client at least thirty days prior to the Termination bate, or
by notice given by FileTrail at least ninety days prior to the Termination Date. The monthly Base System
charge and the Additional Monthly Service fee shown on Exhibit B will consider the then-iurrent number
of total items being tracked ("Items") by Client's Account. An Item is represented by one data record in
the Item table of the database for Client's Account. Item data records exist, and are included in the count
for billing purposes, until Deleted from the database. Thus, the count of Items includes Items that are: (i)
to be created; (ii) active; (iii) inactive; and, (iv) those flagged as 'Destroyed', 'Missing', 'To be received,,
'Permanently transferred out', or other such FileTrail Status. FileTrail provides a tool whereby Items can
be completely removed from the database at Client's discretion.
Fees for other services will be charged on an as-quoted basis. Fees are exclusive of all taxes, levies, or
duties imposed by taxing authorities, and Client shall be responsible for payment of all such taxes, levies,
or duties, excluding only United States (federal or state) taxes based solely on income.
If Client believes a bill is incorrect, Client must contact FileTrail in writing within 30 days of the invoice
date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
8. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter irito this Agreemeni.
FileTrail represents and warrants that it will provide the Service in a manner consistent with general
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industry standards reasonably applicable to the provision thereof and that the Service will perform
substantially in accordance with the online FileTrail help documentation under normal use and
circumstances. Client represents and warrants that Client has have not falsely identified itself norprovided any false information to gain access to the Service. FileTrail represents and warrants that the
descriptions and representations contained in Exhibit C attached hereto are tiue, correct and complete.
9. Mutual Indemnification
Client shall indemnify and hold FileTrail, its licensors and each such party's parent organizations,
subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any
and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and cosis) arising
out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, oi
has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Ciient of its
representations and warranties; or (iii) a claim arising from the breach by Client or its User(s) of this
Agreement, provided in any such case that FileTrail (a) gives written notice of the claim promptly to
Client; (b) gives Client sole control of the defense and settlement of the claim (provided thaiClient may
not settle or deGnd any claim unless Client unconditionally releases FileTrail of all liability and sucir
settlement does not affect FileTrail business or Service); (c) provides to Client all available information
and assistance; and (d) has not compromised or settled such claim.
FileTrail shall indemnifr and hold Client and Client's parent organizations, subsidiaries, affiliates,
officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs,
damages, losses, Iiabilities and expenses (including attorneys' fees and costs) arising out of or in
connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as
of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a
violation by FileTrail of its representations or warranties; or (iii) a claim arising from breach of this
Agreement by FileTrail; provided that Client (a) promptly give written notice of the claim to FileTrail; (b)
give FileTrail sole control of the defense and settlement of the claim (provided that FileTrail may not
settle or defend any claim unless it unconditionally releases Client of all liability); (c) provide to FileTrail
all available information and assistance; and (d) have not compromised or settled such claim. FileTrail
shall have no indemnification obligation, and Client shalI indemnify FileTrail pursuant to this Agreement,
for claims arising from any infringement arising from the combination of the Service N,ith ury o1 Client,s
products, service, hardware or business process(s).
I0. Disclaimer of Warranties
FILETRAIL AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR
GUARANTY AS TO TFIE RELTABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH,
AVAILABILITY, ACCURACY OR COMPLETENESS OF TFIE SERVICE OR ANY CONTENT.
FILETRAIL AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF
THE SERVICE WILL BE SECURE, TIMELY, LININTERRUPTED OR ERROR.FREE OR OPERATE
IN COMBINATION WITH ANY OTmR HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) TIiE
SERVICE WILL MEE,T CLIENT'S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED
DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS,
SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CLIENT
THROUGH THE SERVICE WILL MEET CLIENT'S REQUIREMENTS OR EXPECTATIONS, (E)
ERRORS OR DEFECTS WTLL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S)
TI_IAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTFIER FIARI\{FUL
COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO CLIENT STRICTLY ON
AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER
E,XPRESS, IMPLIED, STATUTORY OR OT}IERWISE, INCLUDING, WITHOUT LIMITATION,
ANY IMPLIED WARRANTY OF MERCHANTABTLITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NON.INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED
TO THE MAXIMTIM EXTENT PERMITTED BY APPLICABLE LAW BY FILETRAIL AND ITS
LICENSORS.
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1 1. Internet Delays
FILETRAIL'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTI{ERPROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC
COMMTINICATIONS. FILETRAIL IS NOT RESPONSIBLE FOR ANY DELAYS. DELIVERY
FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
12. Lirrritatiorr of Liabilitv
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTSACTUATLY PAID BY AND/OR DUE FROM CLTENT IN THE SrX (6) MONTH PERTODIMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN No EVENTSHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY
TNDIRECT, PITN]ITIVE, SPECIAL, EXEMPLARY, TNCIDENTAL, CONSEQUENTIAL OR OTHERDAMAGES OF ANY TYPE OR KIND (TNCLUDING LOSS OF DATA, REVENUE, PROFTTS, USE
OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED
WTTH THIS SERVICE, INCLUDI}IG BUT NOT LIMITED TO THE USE OR INABILITY TO USE
THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY
INTERRUPTION, INACCIIRACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN TIIE
CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH
PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
13. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation ofliability for incidental, consequential or certain othe.r types of damages, so the exclusions set forth above
may not apply to Client.
14. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export
controls administered by the U.S. Department of Commerce, the United States Department of Treasury
Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of
Switzerland and the European Union. Client acknowledges and agrees that the site shall not be used, and
none of the underlying information, software, or technology may be transferred or otherwise expofted or
re-exported to countries as to which the United States maintains an embargo (collectively, ,.Embargoed
Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Departm"rt of
Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial
Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated
Nationals are subject to change without notice. By using the Service, Client represents and warranls that
Client is not located in, under the control of, nor are its User(s) a national or resident of an Embargoed
Country or Designated National. Client agrees to comply strictly w,ith all U.S. export laws and u.rrr*",
sole responsibilify for obtaining licenses to export or re-export as may be required.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export
Administration Regulations, 15 C.F.R. Parts730-774 and Council Regulation (EC) No. 1334i2000
FileTrail and its licensors make no representation that the Service is appropriate or available for use in
other locations. lf Client uses the Service from outside the United States of America, Client is solely
responsible for compliance with all applicable laws, including without limitation export and import
regulations of other countries. Any diversion of the Content contrary to United States law is prohibited.
None of the Content, nor any information acquired through the use of the Service, is or will be used for
nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by
the United States government for such purposes.
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15.Notice
Either party may give notice to the other by means of electronic mail, sent to the other's e mail address set
forth below or by written communication sent by nationally recognized overnight delivery service to theother's address set forth below. Such notice shall be deemed received and effective 12 hours after
sending if sent by e mail, or 24 hours after sending if sent by overnight delivery service.
16. Modification to Terms
This Agreement may be modified or amended only by a written agreement executed by both parties
hereto.
17. Assignment: Change in Control
This Agreement may not be assigned by Client without the prior written approval of FileTrail but may be
assigned without Client consent by FileTrail to (i) a parent or subsidiary, 6i1 an acquirer of assets, o.liil;
a successor by merger. Any purported assignment in violation of this section shall be void. Any actuai o,
proposed change in control of Client that results or would result in a direct competitor of FileTrail directlyor indirectly owning or corrtrolling 50Yo or more of Client shall entitle Filefrail to terminate this
Agreement for cause immediately upon written notice.
18.General
This Agreement shall be governed by California law and controlling United States federal law, without
regard to tlie choice orconflicfs of lawprovisions of anyjurisdiction, and anydisputes, actions, claims or
causes of action arising out of or in connection with this Agreement or the Service shall be subject to the
exclusive .iurisdiction of the state and federal courts Iocated in San Jose, California. No text or
information set forlh on any other purchase order, preprinted form or document shall add to or vary the
terms and conditions of tl-ris Agreement. If any provision of this Agreement is held by a court of
competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly
as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions
remaining in full fbrce and eflbct. No joint venture, partnership, employment, or agency relationship
exists between Client and FileTrail as a result of this agreement or use of the Service. The failure of'
FileTrail to enfbrce any right or provision in this Agreement shall not constitute a waiver of such right or
provision unless acknowledged and agreed to by FileTrail in writing. This Agreement comprises the
entire agreement between Client and FileTrail and supersedes all prior or contemporaneous negotiations,
discussions or agreements, whether written or oral, befween the parties regarding the subjict matter
contained herein.
19. Definiiioiis
As used in this Agreement now or hereafter associated herewith:
"Agreement" means this Master Subscription Agreement and Exhibits A, B and C hereto;
"Content" means the audio and visual information, documents, software, products and services contained
or made available to Client in the course of using the Service;
"Customer Data" means any data, information or material provided or submitted by Client to the Service
in the course ofusing the Service;
"Effective Date" means the date the Service was activated and made available to Client;
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights,
copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, kno*-ho*
and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of
protection of a similar nature anyrvhere in the world;
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""Administrator{s}' rneans those Users designated by Client who are authorized to obligate Client toadditional fres;
'ol-icense Term(s)" means the period{s) during which Client is licensed to use the Service;
"FileTrail* lneans FileTrail, inc., a Delaware corporation, having its principal plaee of business at I I INarttr Market Streel suite ?15, San Jose, CA g5l 13;
'?ileTrail Technolory" rneans all of FileTrail's proprietary technotogr (including software, hardwme,pr,dlutr, ltn-:q.:rs$rn, aigr*ilhiirx. trsl-r rnlerlau,*r, hn*rr-hnw. tcr:hniquur, tl*sigrs Ind rths,r ralrgiblu rrinlxngihl* tstfirririrl n:at*ria! *r infnr;natirrrr] nr;rrtu;lvail;rhle rrr {lii*nr tr.r, ilil*'Irail ,n pr,r"iriir,g rlir,Service;
"Servic{s}" rneafis the specific edition of FileTrail's online records management services, developed
operated, and mainkined by FileTrail, accessible via a designated web sid or Ip address, or ancillary
services rendered to Client by FileTrail, to which Client are being granted access under this egr****ni
includingthe FileTrail Technolory and the Conten!
*User{s}" mcans Client's employeeq representatives, ccnsultanfs, eontractors or agents who areauthorized to use the Service aad have been supplied user identifications and passwords irittre S**i"* UyClient.
For Client:
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For FileTrail:
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e-rnail ad&ess: j chacubc+-3{ C *?tt tal)eh'"1-ffi1 ua*.*rr, &qj;+'-€ (iiqlr*,* "{ *\
Copyright 200I-2008 FileTrail, Inc. All rights reserved.
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Use of Information
Hosted system for FiieTraii Inc are hosted at MyFiieTrail.com
MyFiletrail.com uses information collected to provide you with the services you request.
MyFileTrail.com may use information collected to provide you with additional information about theCompany's services, partners, promotions, and events.
MyFileTrail,com may use information collected to improve the Company's Web sites and services.
MyFileTrail.com does not share, sell, rent, or trade personally identifiable information with third parties forthelr promotional purposes. MyFileTrail.com may share information collected with other companies that workon MyFileTrail.com's behalf.
Customer Data
Customers of MyFileTrail.com use the Company's services to host data and information (..Customer Data,,).
MyFileTrail.com will not review, share, distribute, or reference any such Customer Data except as provided
in the MyFileTrail'com Master Subscription Agreement, or as may be required by law.Individual records ofCustomer Data may be viewed or accessed only for the purpose of resolving a problem, support issues, orsuspected violation of the subscription Agreement, or as may be required by law.
Security
MyFileTrail.com uses robust security measures to protect Customer Data from unauthorized access,maintain data accuracy, and help ensure the appropriate use of Customer Data. When the Service is
accessed using Internet Explorer version 6.0 or later, Firefox version 2.0 or later, or Safari version 3.0 orlater, Secure Socket Layer ("SSL") technology protects Customer Data using both server authentication anddata encryption' These technologies help ensure that Customer Data is safe, secure, and only available tothe Customer to whom the information belongs and those to whom the Customer has granted access.
MyFileTrail'com also implements an advanced security method based on dynamic data and encoded sessionidentifications, and the Company hosts its Web sites in a secure server environment that uses firewalls andother advanced technology to prevent interference or access from outside intruders. MyFileTrail.com also
offers enhanced security features within the Service that permit Customers to configure security settings tothe level they deem necessary. For data that is uploaded to their data we use pGp and GpG for encryption
and decryption
Because the Company uses the Service to maintain Data About MyFileTrail.com Customers, this information
is secured in the same manner as described above for customer Data.
Changes to this Privacy Statement
FileTi'ail reserves the right to change this Privacy Statement. MyFileTrail.com will provide noiification of thematerial changes to this Privacy Statement through the Company's Web sites at least thirty (30) business
days prior to the change taking effect.
Contacting Us
Questions regarding this Privacy Statement or the information practices of the Company's Web sites should
be directed to MyFileTrail.com Privacy to FTSupport@FileTrail.com or by mailing MyFileTrail,com privacy, The
Landmark @ 111 N. Market Street, Suite 715, San Jose, CA 95113,
[OO7O1910;1; 9009-2s]
EXr{rBrfB
F.losren PmorrssrcNAL
Initial Costs
Setup $ SeebelowConfiguration $ See below
Training (remote)* $ Sm below
Color Coding Label Designs g- -Seetelow
Configurafion of FTSynchronizg per configuration, one-time $ See below
*Plus reasonable travel expenses
Total Initial Costs .{i 5rm
Monthly Ccsts
Base System (up to 20,0S0 Physical lterns) S 400
Additional Physical Items {see schedule betow}
FTSync $ ?s
Electronic File Storage (see schedutre belowi
Specify Cannection Type: _ USB FIjl IT
Color Coded t^abel Printing s
Total Flonthly Fee q *?F
AnunoNAr lrrnns AND Surrurs
Monthly Sendce F"e (r.rp to an additional 20,000 lterns)
Direct-Connest Bar Code Scanner (Qumtiff of l)
Portable Baxcode Scanner (Quantity cf t)
OrnoruAl SEftvtcEs
Other technical or training services, hourly $ lS0
Upload/View Electronic Files and trmages, monthly . 65
Electronic File Storage, per 100 MB of storage, monthly $ l0
$tandard rates for professional services are $tr50 per hour, development serrices arc $200 per hour.
Expected expenses fortraining inolude air fare from San Jose, Californi4 Hotel, Car Rental and Meals.
Expected expenses for installation iuclude air fare frorn Califoruia or Maryland Hotel, Car Rental and
Meals fortwo staff.
This pricing is goad for sixty days &om fhe date ofthis document. Prices may change without notiee, but
are guaranteed up to expiration ofthis document. AII prices are provided in US Dollars (USD).
$75s t50s 800
EXHIBIT C
o
o
o
o
o
OVERVIEW
You will benefit from the outcome of implementing the FileTrail Hosted Solution. Some of
these benefits will include:
o No more lost files.
Easy check-in and check-out of the file room.
Intuitive web interface is familiar and easy to use.
Standardization in labeling and filing processes.
Powerful softr.vare tools to streamline file handling.
Automation of folder creation and labeling processes.
IMPACT STATEMENTS
Dramatic impact to overall operations and the financial bottom-line include:
o Eliminate lost files.
o Reduce administrative operating cost.
o Standardize file handling processes.
o Search and locate files from any desktop.
HOSTED SOTUTIONS
FileTrail has been providing Hosted Solutions since 2001. Hosted Solution provides a lowerinitial investment and reduced Total Cost of Ownership. The initial hardware and software costs
are replaced with a monthiy fee. In addition, the client avoids the cost of internal servers, server
software, database software, as well as eliminating the technical labor in server management,
system management, and backup.
A hosted solution is ideal for clients who want to minimize capital expenditures or who prefer
not to manage servers and systems in-house. FileTrail handles all maintenance and operation of
servers and backup ofdata.
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EXHIBIT C
EXPTANATIONS
Hosrro PnorrsstoNAr
Hosted Professional provides file room autorrratiori, plus additional tools for use by staff outside
the file room. These tools include searching, requesting, reporting, and more. It also
accommodates decentralized filing and hybrid environments. Hosted Professional works for onefile room and includes unlimited user access.
CorurrcuRATIoN
Configuration of your Hosted Solutions irrcludes creation of two screen layouts (fieldsets) with
any number of fields. Generally these are used to describe boxes and foldlrs, but you can use
them for any purpose.
Configuration begins with the completion of a Hosted Solutions Configuration Form. Threejoint reviews are included where your staff can review the system and iequests adjustments. Any
additional adjustments that are required are charged on an hourly basis.
TRarulr'rc (nrmoTE)
Training for Hosted Solutions are conducted by conference call using your actual system. The
training time includes everything you need to know to use the system on a daily basis, plus
admini strative training.
TnalulNG (oN-stTE)
Training for Hosted Solutions may be conducted on-site at the client's request. There is a two-
day minimum, and travel expenses must be reimbursed.
Coron Cooen Lasrr DrslcNs
FileTrail Hosted Soluiions can print any number of different color coded label designs. A
separate charge is incurred for each design to cover the time required to do the technical work.
Srnvrcr Frr
The Hosted Solutions monthly Service Fee provicies unlimited user access. The fee is calculated
based on the number of Items being tracked.
Drnrcl-CorunrcT BAR Coor Scnrururn
The Direct-Connect Bar Code Scanrrer plugs irrto your workstatiorr and allows bar code data to
be collected on-line.
PonrasLE BAR Coor Sceururn
The FileTrail Mini scul,.nner allows you to record check-outs, check-ins, transfers, an6 boxing offiies. The Mini holds approximately 300 scans and plugs into your workstation's Serial port to
download data for processing.
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EXHIBIT C
NTINGCoron Cooro Lasrr Pnl
FileTrail Hosted Solutions can print color coded labels using the data you have entered.
CouneuRATtoN oF AN AoolnoNAL Flrroser
Additional screen layouts (fieldsets) can be defined to accomrrrodate differerrt types of Items that
you want to track, but which must be described differently.
FTSytrcHRoNtzE
FTSynchronize allows data to be imported periodically without user intervention. Data can
come from a variety of sources and can be scheduled to load nightly, every n minutes, or on-
demand. Each data source requires a separate configuration.
COxTIcURATIoN or FTSyNcHRoNIzE
FileTrail staff craft the FTSynchronize import using a sample of your data, mapping incoming
fields to the correct fields in your Hosted Solution.
TECH NICAT REQUI REMENTS
Workstation OS: Microsoft@ WindowsrM 2000 or XP
Web Browser: Microsoft@ Internet ExplorerrM 5.5 or newer, Netscape@ CommunicatorrM
6.0 or newer, or FireFox 1.0 or newer.
Cookies & JavaScript enabled.
Popups enabled.
Other Software: Microsoft@ .Net Framework 2.0 is required for FT Mini portable scanning.
Java2 Runtime Environment 1.5 is required for label printing.
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