Loading...
HomeMy WebLinkAboutRagnaSoft - PlanIt Scheduling PO 47605 - signed01031491-2 Page 1 of 9 WEB APPLICATION SERVICE AND HOSTING AGREEMENT This Web Application Services and Hosting Agreement (“Agreement”) is effective as of 9/1/2021 (“Effective Date”) between RagnaSoft, Inc., a Pennsylvania corporation doing business as PlanIt Schedule (“PlanIt”) and the customer identified on Schedule A (“Customer”). For good and valuable consideration, the receipt and sufficiency of which is acknowledged, PlanIt and Customer agree: 1.SERVICE. 1.1. Provision of Service. PlanIt shall provide the Service to Customer consistent with the terms of this Agreement. The Service shall perform materially in accordance with PlanIt’s User Guide. At no time during the term of this Agreement will the Service be materially decreased from the Service available as of the Effective Date. 1.2. PlanIt Responsibilities. PlanIt shall: (i) provide up to two (2) hours per month of telephone and unlimited online standard support to Customer; (ii) provide up to ten Gigabytes (10 GB) of storage space for Customer’s use of the Service; (iii) maintain the security and integrity of the Service and the Customer Data; and (iv) use commercially reasonable efforts to make the Service generally available 99.5% of the calendar month twenty-four (24) hours a day, seven (7) days a week, except for planned downtime or downtime caused by Extraordinary Circumstances beyond PlanIt’s control. PlanIt will use its best efforts to notify Customer of any planned downtime at least forty-eight (48) hours in advance and to schedule such downtime during the weekend hours from 9:00 P.M. EST Friday to 6:00 A.M. EST Monday. 2.FEES & PAYMENT. 2.1. User Fees. Customer agrees to pay the yearly license fees as defined in Schedule B based on the highest number of Users registered on the system. Customer acknowledges that it controls the number of Users with access to the Service. Fees for Users added in a contract period may be prorated based upon the closest month. 2.2. Invoicing & Payment. Customer agrees to pay PlanIt 100% of the Total Upfront Fees as detailed in Schedule B upon execution of this Agreement. Customer will be invoiced yearly in advance for the Service based upon the number of Users. Invoicing will begin fourteen (14) days after Commencement of Service, unless otherwise stated in Schedule B and fees are due upon receipt of invoice. All payments made under this Agreement shall be in United States dollars. 2.3. Overdue Payments. Any payment not received from Customer when due will accrue interest at the rate of 1.5% of the outstanding balance per month (18% per annum), or the maximum rate permitted by law, whichever is lower. PlanIt shall be entitled to recover all costs of collection for overdue payments, including attorney’s fees and costs of suit. 2.4. Suspension of Service. If Customer's account is thirty (30) days or more overdue, PlanIt may provide Customer with written notice that it intends to suspend Customer’s service until such amounts are paid in full. At any time seven (7) days or more after such written notice is provided, PlanIt may suspend the Service until all outstanding balances are paid without further notice and without any liability to Customer. 2.5. Taxes. Unless otherwise stated, PlanIt's fees include no local, state, federal or foreign taxes, levies or duties of any nature (“Taxes”). If PlanIt has the legal obligation to pay or collect Taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides PlanIt with a valid tax exemption certificate authorized by the appropriate taxing authority. 2.6. Billing and Contact Information. Customer shall maintain complete and accurate billing and contact information on the Service. 3.TERM & TERMINATION. 3.1. Term. This initial term of this Agreement begins on the Effective Date and ends one (1) year later. In the event PlanIt and Customer mutually agree to continue their relationship, expressly or by their conduct, the terms of this Agreement shall continue to be effective COU PO No. 47605 01031491-2 Page 2 of 9 until terminated by PlanIt or Customer upon delivery of written notice to the other at least thirty (30) days before the effective date of such notice. 3.2. Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 3.3. Return of Customer Data. Upon request by Customer, PlanIt will provide to Customer a file of Customer Data in exchange for the fees described in Schedule B or as agreed upon by PlanIt and Customer. After thirty (30) days following expiration or termination of this Agreement PlanIt shall have no obligation to maintain or provide any Customer Data, except that PlanIt shall notify Customer at least thirty (30) days prior to the destruction of Customer’s Data. 3.4. Surviving Provisions. Section 5, Section 6 and Customer’s obligations to pay for service shall survive the termination or expiration of this Agreement. 4. USE OF THE SERVICE 4.1. Customer Responsibilities. Customer is responsible for all activities that occur under Customer's User accounts. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify PlanIt promptly of any such unauthorized use; and (iii) comply with all local, state, federal, and foreign laws when using the Service. 4.2. Use Guidelines. Customer shall use the Service solely for its internal business purposes as contemplated by this Agreement and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that violates third party privacy rights; (iv) knowingly send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks. 4.3. Third-Party Providers. Certain third-party providers, some of which may be listed on pages within PlanIt's website, offer products and services related to the Service, including implementation, customization and other consulting services related to customers’ use of the Service and applications (both offline and online) that work with the Service, such as by exchanging data with the Service or by offering additional functionality within the user interface of the Service through the Service's application programming interface. PlanIt does not warrant any such third-party providers or any of their products or services, whether or not such products or services are designated by PlanIt as “certified,” “validated” or otherwise. Any exchange of data or other interaction between Customer and a third-party provider, and any purchase by Customer of any product or service offered by such third-party provider, is solely between Customer and such third-party provider. 5. PROPRIETARY RIGHTS. 5.1. Reservation of Rights. Customer acknowledges that in providing the Service, PlanIt utilizes (i) the PlanIt name, the PlanIt logo, the PlanIt domain name, the product and service names associated with the Service, and other trademarks and service marks; (ii) certain audio and visual information, documents, software and other works of authorship; and (iii) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, “PlanIt Technology”) and that the PlanIt Technology is covered by intellectual property rights owned or licensed by PlanIt (collectively, “PlanIt IP Rights”). Other than as set forth in this Agreement, no license or other rights in or to the PlanIt Technology or 01031491-2 Page 3 of 9 PlanIt IP Rights are granted to Customer, and all such licenses and rights are expressly reserved. 5.2. License Grant. PlanIt grants Customer and Customer’s Users a non-exclusive, non-transferable (except in connection with a permitted assignment of this Agreement), non-sublicenseable right to access and use the Service under the terms of this Agreement. 5.3. Restrictions. Customer shall not (i) modify, copy or create derivative works based on the Service or PlanIt Technology; (ii) create Internet “links” to or from the Service, or “frame” or “mirror” any content forming part of the Service, other than on Customers' own intranets or otherwise for its own internal business purposes; or (iii) disassemble, reverse engineer, or decompile the Service or PlanIt Technology, or access it in order to (a) build a competitive product or service, (b) build a product or service using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. 5.4. Customer Data. All Customer Data is owned exclusively by Customer. Customer Data shall be Confidential Information subject to this Agreement. PlanIt may access Customer's User accounts, including Customer Data, solely to respond to service or technical problems or at Customer's request. 5.5. Suggestions. PlanIt shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer relating to the Service. Any implementation by PlanIt shall become part of the PlanIt Technology and PlanIt IP Rights. 6. CONFIDENTIALITY. 6.1. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. 6.2. Protection. Each party agrees to protect the Confidential Information as it protects the confidentiality of its own proprietary and confidential information of like kind, except that neither party will exercise less than reasonable care in protecting the Confidential Information. 6.3. Compelled Disclosure. If the Receiving Party is compelled by law to disclose the Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. 6.4. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section, the Disclosing Party shall have the right, besides any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other remedies are inadequate. 6.5. Press Releases. PlanIt may not issue press releases relating to this Agreement or Customer’s use of the Service without Customer's written consent. 7. WARRANTIES & DISCLAIMERS. 7.1. Warranties. PlanIt represents and warrants that (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) it owns or otherwise has sufficient rights to the Service and the PlanIt Technology to grant the rights and licenses granted; and (iii) the Service and PlanIt Technology infringe no intellectual property rights of any third party. 7.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, PLANIT MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PLANIT HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 8. LIMITATION OF LIABILITY. 8.1. Limitation of Liability. IN NO EVENT SHALL PLANIT’S AGGREGATE LIABILITY ARISING 01031491-2 Page 4 of 9 OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER HEREUNDER. 8.2. Exclusion of Consequential Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, DATA LOSS, DOWNTIME, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 8.3. Limitation of Action. Except for actions for non- payment or breach of either party's intellectual property rights, no action arising out of this Agreement may be commenced more than two (2) years after the cause of action has accrued. 9. DEFINITIONS. “Commencement of Service” means the date when PlanIt has contacted the Customer and started the setup process. “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), that is designated as confidential or that reasonably should be understood to be confidential given the information and the circumstances of disclosure, including the terms of this Agreement (including pricing and the Schedules), the Customer Data, the Service, the PlanIt Technology, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. “Customer Data” means all electronic data or information submitted by Customer to the Service. “Extraordinary Circumstances” means including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems not involving that party’s employees, computer or telecommunications failures or delays involving hardware or software not within that party’s possession or reasonable control, and network intrusions or denial of service attacks. “User Guide” means the online documentation for the Service, accessible, as updated from time to time. “Users” means Customer's employees, consultants, contractors or agents authorized to use the Service and have been supplied user identifications and passwords by Customer (or by PlanIt at Customer's request). 10. GENERAL PROVISIONS. 10.1. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. 10.2. No Benefit to Others. The representations, warranties, covenants, and agreements contained in this Agreement are solely to benefit the parties and are not to be construed as conferring any rights on any other persons. 10.3. Notices. All notices under this Agreement shall be in writing delivered to the addresses in Schedule A. Notice shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) 48 hours after sending by confirmed facsimile; or (iv) 48 hours after sending by email. 10.4. Waiver and Cumulative Remedies. No failure or delay in exercising any right under this Agreement shall constitute a waiver of that right. The remedies provided are in addition to, and not exclusive of, any other remedies of a party at law or in equity. 01031491-2 Page 5 of 9 10.5. Severability. If any provision of this Agreement is declared to be illegal, void, or unenforceable, such provision shall be enforced to the maximum extent possible to give effect to the intent of the parties and all the remaining terms of this Agreement shall remain in full force and effect. 10.6. Assignment. Neither party may assign any of its rights or obligations, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, the parties shall not unreasonably withhold their consent to an assignment in connection with a merger, acquisition, corporate reorganization or sale of substantially all of its assets. Any attempt to assign rights under this Agreement in violation of this section shall be void. 10.7. Governing Law. This Agreement shall be governed exclusively by, and construed exclusively under, the laws of the United States and the Commonwealth of Pennsylvania, without regard to its conflicts of law provisions. 10.8. Venue. The state and federal courts have jurisdiction over Lancaster County, Pennsylvania shall have exclusive jurisdiction to adjudicate any dispute relating to this Agreement. Each party consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether based on the doctrine of forum non conveniens or otherwise. Each party also waives any right to jury trial in any action or litigation arising out of or related to this Agreement. 10.9. Entire Agreement. This Agreement, along with all Schedules, constitutes the entire agreement between the parties as to its subject, and supersedes all previous agreements, discussions, proposals or representations, written or oral, about the subject of this Agreement. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. 10.10. Execution. Each party represents and warrants it has the legal power to sign this Agreement and that this Agreement, and any later agreements between the parties, may be executed in counterparts, including electronically signed or electronically delivered counterparts, which taken together shall form one legal instrument. IN WITNESS WHEREOF, the parties' authorized signatories have duly executed this Agreement as of the Effective Date: CITY OF UKIAH By: Name: Sage Sangiacomo Title: City Manager Date: RAGNASOFT, INC. d/b/a PLANIT SCHEDULE By: Name: Christian Yecker Title: President Date: 8/20/2021 Schedules: A – Contact Information B – Client Profile and Deliverables Jan 3, 2022 Page 6 of 9 Schedule A - Contact Information Notices: Official Notices provided pursuant to this Agreement shall be sent to the following parties as set forth in Section 11.3: If to RAGNASOFT: Christian Yecker President RagnaSoft Incorporated PO Box 4903 Lancaster PA, 17604-4903 If to Customer: Andrew Phillips Lieutenant aphillips@cityofukiah.com City of Ukiah 300 Seminary Ave. Ukiah, CA 95482 Contact Person: The name of the person appearing below has been designated by Customer as the main contact person and shall have full authority to act on behalf of Customer in all matters pertaining to this Agreement. This person shall be the primary point of contact between the parties: Andrew Phillips Lieutenant aphillips@cityofukiah.com Billing Information: The person/department appearing below has been designated by Customer as the main billing contact, where RAGNASOFT shall direct all invoicing: Andrew Phillips Lieutenant aphillips@cityofukiah.com Page 7 of 9 Schedule B - Client Profile and Deliverables Customer Data: Company Name: City of Ukiah Street Address: 300 Seminary Ave. City, State, ZIP: Ukiah, CA 95482 Phone Number: Fax Number: URL: Type of Database Required: Blank with Default Settings (New Client) Special Database Requirements VAR with Demo Data VAR with Default Settings Date of Sale: 8/20/2021 Planned Implementation Date: 9/10/2021 Products and Services: Licenses: Number of Registered Users: 50 Flex Licenses (plus): 5 Features at Startup: Scheduling (Core) Employee Self Service Integrated Time Clock Biometric Time Clock/s X __0__ Schedule Export for Payroll Notifications via Push and Email Professional Services: Set Up Import Employee List from Excel Create Unit and Base/Employee Templates One 2-3-hour Admin Training Session One 1-hour follow-up Q&A Session Consulting (Attach Statement(s) of Work) Additional Installation, Integration and Project Description Notes: Hosted Solution Service City of Ukiah RagnaSoft Incorporated PO Box 4903 Lancaster, PA 17604-4903 866.471.2001 x1 sales@planitschedule.com www.planitschedule.com PlanIt Scheduling Service for City of Ukiah Proposal Date: 8/20/2021 Valid until: 11/20/2021 PlanIt Scheduling Yearly Subscription 50 Members plus 5 flex licenses Core Scheduling Employee Self Service Notifications via Push and Email Hosting at a secure, high speed, backed up facility Technical Support Application Updates Internet Based Training Data Import of Employee Information Schedule Template Setup Additional Configuration Feature Total $2075 First Year Subscription $2075 Estimated Subscription Renewal for Year 2* Continued Technical Support/Updates/Hosting/Backups To be evaluated 30 days prior to expiration of subscription. Estimated Subscription Renewal for Year 2 $2075 *Based on initial number of employees and requirements remaining comparable.