|
A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />RYAN L. BUTLER, CLERK
<br />WebEOC Subscription Agreement (Hosted Implementation)
<br />This WebEOC Subscription Agreement (the "Agreement"), effective 4th day of December 2024 ("Effective
<br />Date"), is made by and between ESi Acquisition, Inc. ("ESi"), a Delaware corporation with its principal place of business
<br />located at 235 Peachtree Street NE, Suite 2300, Atlanta, Georgia 30303 and Indian River Emergency Management, Florida
<br />("Client"), a State of Florida, county government agency having its principal place of business located at 4225 43re Ave.,
<br />Vero Veach, Florida 32967. ESi and Client may individually be referred to as a "Party" herein, or the "Parties" collectively.
<br />Upon execution of this Agreement by both Parties, Client understands and acknowledges: (i) no new Software
<br />is being provided to Client pursuant to this Agreement as Client already received a subscription based access
<br />to the ESi WebEOC® Software identified on Exhibit A to this Agreement and this Agreement is for a Hosted to
<br />SaaS conversion of the Subscription to such WebEOC Software; and (ii) any previously executed agreements
<br />as they pertain to the Hosted WebEOC Subscription (collectively referred to as the "Prior Agreement") by and
<br />between the Parties for the WebEOC Software Subscription and related services thereto shall be terminated
<br />and replaced by this Agreement in all effects; and (iii) this Agreement is part of the State of Florida, Division
<br />of Emergency Management Master Services Agreement (MSA), FL contract number D1595, effective July 1
<br />2024. Any payment obligations set forth in such Prior Agreement shall remain due and payable and shall
<br />survive such termination.
<br />For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
<br />1. Agreement. This is a Software -as -a -Service ("SaaS") based subscription agreement and not an agreement
<br />for sale. As of the Effective Date of this Agreement, this Agreement covers the WebEOC® Software Subscription and
<br />services (including Support Services) that Client purchases from ESi as a provider of Hosted/hosting services for the
<br />Software governed by this Agreement ("Services") pursuant to Exhibits, Orders and Quotes hereto that are executed
<br />and/or agreed upon by both parties and expressly references this Agreement. This Agreement and all applicable
<br />Exhibits, Orders and Quotes hereto for Services and any attachments hereto and thereto are the complete agreement
<br />regarding ESi's Services hereunder and replace any prior oral or written communications between Client and ESi
<br />relating to such transactions. Client agrees that purchases hereunder are neither contingent on the delivery of any
<br />future functionality or features nor dependent on any oral or written public comments made by ESi regarding future
<br />functionality or features.
<br />2. Definitions. Unless otherwise specifically stated in this Agreement or in any Exhibit or Quote hereto, the
<br />capitalized terms used in this Agreement shall have the meanings set forth below:
<br />2.1 "Administrator" means an employee, officer, director or consultant of Client to whom Client has provided
<br />a user account and certain rights to administer the Software on behalf of Client.
<br />2.2 "Active User' means a User that has logged in to the Software at any time, for any period of time, within
<br />any given calendar month.
<br />2.3 "Affiliate" means an entity that controls, is controlled by, or is under common control with a party hereto.
<br />2.4 "Client Data" means data input by Client or its authorized Users into the Software.
<br />2.5 "Confidential Information" means as set forth in Section 8 to this Agreement.
<br />2.6 "Consulting Services" means all the professional services for installation or implementation of Hosted
<br />Services or Software, training services, or other non-recurring services as set forth on Exhibit E (as
<br />applicable) hereto; Consulting Services do not include Hosted Services or Support Services.
<br />2.7 "Derivative Work(s)" means the work based on or derived from or modifications, enhancements or other
<br />functional extensions of the Software.
<br />2.8 "Documentation" means the user manuals, requirements, specifications, training materials, and any
<br />other documents, materials, information or guidance, whether supplied as printed material or in
<br />electronic form, provided by ESi in conjunction with the purchase, training, use, technical support or
<br />update of the Software and Services provided hereunder.
<br />2.9 "Fee" means the amounts due and payable by Client to ESi for the Subscription and Services pursuant
<br />to this Agreement; the Fee may be set forth on Exhibit C, as amended from time to time, to this
<br />Agreement or Quotes or Orders.
<br />2.10 "Hosted Services" means as set forth in Exhibit D to this Agreement.
<br />2.11 "Hosted System" means as set forth in Exhibit D to this Agreement.
<br />2.12 "Installation" of the Software shall be deemed to be complete on the sooner to occur of (i) the day that
<br />the Software is available for production, (ii) the date of Client's first use of the Software in a live
<br />production environment, or (iii) 90 days following the date of Client's execution of this Agreement (or if
<br />for an amendment, Exhibit or Statement of Work adding Software, Modules, or Services under this
<br />Agreement, the Client's execution of such subsequent amendment, Exhibit or Statement of Work).
<br />2.13 "Internal Business Purpose" means the primary business purpose of the Client as established by
<br />articles of incorporation, operating agreement, enabling statute, agency rule or regulation, or any other
<br />documentation that defines Client's primary business purpose; however, such Internal Business
<br />Confidential and Proprietary
<br />Indian River.ESi.EUSA.draft 9-10-24 Page 1 of 20
<br />
|