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HomeMy WebLinkAboutItem 10d - New Financial Enterprise Resource Planning Software SystemDATE: August 15, 2023
TO: Honorable Mayor and City Council
FROM: Hue C. Quach, Administrative Services Director
By: Henry Chen, Financial Services Manager/Treasurer
SUBJECT: RESOLUTION NO. 7521 AMENDING THE FISCAL YEAR 2023-24
OPERATING BUDGET AUTHORIZING A SUPPLEMENTAL BUDGET
APPROPRIATION FOR CLOUD HOSTING FEES IN THE AMOUNT OF
$160,000, OFFSET BY A REDUCTION IN THE GENERAL FUND
RESERVE; AND APPROVING A SOFTWARE SERVICE AGREEMENT
WITH ORACLE AMERICA AND CAN/AM TECHNOLOGIES FOR THE
IMPLEMENTATION OF A NEW FINANCIAL ENTERPRISE RESOURCE
PLANNING AND CASHIERING SOFTWARE SYSTEM IN THE AMOUNT
OF $450,000.
CEQA: Not a Project
Recommendation: Adopt and Approve
SUMMARY
The Administrative Services Department (“ASD”) currently utilizes an Enterprise
Resource Planning (“ERP”) software system to manage the day-to-day financial activities
of the City. These activities include cash receipts, accounts payable, human resources,
budgeting, purchasing, payroll, the general ledger, and other related functions. The
current ERP system was deployed in 1999 and lacks many of the features and functions
of a modern ERP system. Much of the supporting software needed to operate the current
ERP is out of date and no longer supported by the vendor. A new system with modern
features would enable staff to work more efficiently and securely. To ensure the City is
receiving the highest quality of service and most competitive pricing for this type of
software, the Administrative Services Department solicited a formal Request for
Proposals (“RFP”). Oracle America (“Oracle”) and Can/Am Technologies (“Can/Am”)
have proposed a cloud-based ERP and cashiering software system with the best
combination of features and usability, eliminating the City’s concerns over aging
technology, security, infrastructure maintenance, and additional hardware costs.
Based on the evaluated proposals, it is recommended that the City Council approve,
authorize, and direct the City Manager to execute Software Service Agreements with both
Resolution No. 7521 - New Financial ERP Software System
August 15, 2023
Page 2 of 5
Oracle and Can/Am, for implementation of the Oracle NetSuite for Government and Teller
Cashiering software, in the amount of $450,000.
As part of the implementation process, both firms require that their products be installed
and hosted on their respective cloud platforms. This will be an ongoing annual cost and
will cover the hosting of their products as well as annual upgrades and the addition of any
new features. The annual costs for hosting and maintenance services are estimated to
be $160,000. It is recommended that the City Council approve Resolution No. 7521 to
amend the Fiscal Year 2023-24 Operating Budget, authorizing a supplemental budget
appropriation of $160,000 from the General Fund Reserve to pay for the first year of
maintenance of the new system.
BACKGROUND
The City’s current ERP software was implemented in 1999 and is hosted on the City’s
servers. The server and database operate on a Microsoft Server and SQL Server 2008,
which Microsoft discontinued support for in July 2019. City staff are required to use
Internet Explorer to access the program, which Microsoft also stopped supporting in
August 2021. Using software that is no longer supported by Microsoft creates numerous
concerns that prevent the City from updating its software to fix problems or receive
adequate protection from the latest security threats.
The City’s Information Technology Division (“IT”) raised concerns that continuing to use
the existing ERP software will create more risk to the City’s overall system. Using an
antiquated system is also creating additional work for IT staff, who has to reboot the
servers twice a week for it to function normally. The ERP system is no longer compatible
with much of the newer software the City currently uses. The information from those
systems must be manually imported into the ERP system, which creates inefficiencies
and unnecessary work for staff. The reporting function is also quite archaic and limited,
which forces staff to run several different reports and manually combine them to gather
the required information. For instance, Finance staff currently uses three different
programs to produce the budget each year. Having a single, capable product would
reduce workload redundancy and help reduce errors, eliminating the need to input
information into several different programs. IT has put a hold on some needed upgrades
with the City’s system due to the negative impact it would have on the existing ERP
system. Implementing a new ERP system would resolve these issues and provide
numerous benefits like creating efficiencies, increasing productivity, saving duplicative
work, and reducing risk.
DISCUSSION
Implementation of a new ERP system will increase efficiencies by reducing the time and
expense of supporting the existing legacy software. Following the transition, the amount
of time IT spends supporting the legacy software will be drastically reduced, allowing staff
Resolution No. 7521 - New Financial ERP Software System
August 15, 2023
Page 3 of 5
to invest in other critical operations for the City. Additionally, the annual cost to maintain
the existing servers will be reduced, allowing the City to reallocate its backup
infrastructure to other key areas. City staff will also benefit from a significant reduction in
the manual processes that are currently needed to work with the existing legacy software.
Overall, valuable time can be reallocated to the performance of other daily duties, which
results in greater operational efficiencies for internal services staff.
To address the various costs, security, and workload concerns, the RFP requested a
cloud-based solution for the new financial ERP system, to include modern features such
as electronic workflow, integrated modules, paperless functionality, and robust reporting
functions. The new ERP system will also have robust state-of-the-art security features,
so sensitive and protected information stays secure. Utilizing Software as a Service
(“SaaS”) for cloud-based hosting of the ERP system allows for regular updates to the
software and integrated security features.
A Notice Inviting Proposals was published in accordance with the City’s notice
requirements, and proposal packages were distributed to vendors that provide financial
ERP software packages. Five proposals were received and evaluated based on vendor
experience and qualifications; understanding the City’s software needs; proposed
implementation process; and cost. ASD established an internal committee to review and
rank all received proposals.
All the proposals were informative and provided a thorough overview of the proposed
product. The responding vendors were able to provide an outline of their implementation
process and highlight the relevant features of their ERP software package. The results of
the evaluation with each responding vendor’s ranking and associated cost are listed
below:
RANK VENDOR
IMPLEMENTATION
COST
ANNUAL
MAINTENANCE
TOTAL COST OF
OWNERSHIP (5 YEARS)
1 Oracle America/Can Am 438,807$ 154,654$ 1,232,885$
2 Central Square 533,710 160,558 1,420,595
3 Univerus 356,000 270,105 1,873,122
4 Ellipse 950,000 200,000 1,950,000
5 Tyler Technology 466,863 268,078 1,807,253
All the responding firms had an opportunity to present a demonstration of their software
and to answer questions from staff. After reviewing the five demonstrations and after an
extensive evaluation period, the top firm was determined to be Oracle.
All the solutions proposed by the vendors were comprehensive and would provide new
tools to help staff work more efficiently and improve the City’s internal processes. There
were a few features from Oracle’s proposal that separated them from the other vendors.
One key differentiator was their implementation process, which utilizes a pre-configured
Resolution No. 7521 - New Financial ERP Software System
August 15, 2023
Page 4 of 5
and pre-defined setup to minimize the time and cost of the implementation. Another
feature that staff favored was their report writing tools, which were very intuitive and do
not require technical skills to be able to navigate. Their cost was also the most reasonable,
providing the best value for the City over a five-year window.
Even though Oracle had the highest ranking, their original proposal did not include a
cashiering module, which was a required element of the RFP. To address this deficiency,
Oracle provided the City with vendors that provided a cashiering module and had worked
with Oracle previously. In addition, staff reached out to other agencies for other vendors
that provided cashiering software. Staff then reached out to three of those vendors to
arrange demonstrations of their software. Based on the features and quotes provided by
those vendors, Can/Am was judged to be the top selection. The amounts listed in the
table above include the cost for both Oracle and Can/Am software.
Oracle, headquartered in Austin, Texas, is the second largest provider of software
solutions in the world. Their proposed solution, NetSuite, has been on the market for 20
years and is currently used by over 32,000 organizations worldwide. Oracle launched
NetSuite for Government in 2021 to meet the needs of the government sector and to
focus on the specific fund accounting and reporting functions of governmental agencies.
Even though NetSuite for Government is a relatively new product, staff believes that with
the backing of such an established company, the proposed solution proposed will meet
and exceed the City’s expectations.
Can/Am Technologies, headquartered in Lakewood, Colorado, was founded in 2000 to
provide point of sale and cashiering solutions to local and state governments. Profitable
every year since their founding, Can/Am has earned a solid reputation for providing a high
level of ongoing, hands‐on client support. With numerous California clients, their
reputation is first-rate, and their references were excellent.
A copy of the License and Services Agreement with Oracle and Can/Am Technologies is
attached.
ENVIRONMENTAL ANALYSIS
The proposed action does not constitute a project under the California Environmental
Quality Act (“CEQA”), under Section 15061(b)(3) of the CEQA Guidelines, as it can be
seen with certainty that it will have no impact on the environment. Thus, this matter is
exempt under CEQA.
FISCAL IMPACT
The Capital Improvement Program provided $500,000 for the implementation of a new
Financial ERP software system. The total cost for the implementation of Oracle NetSuite
for Government and Teller Cashiering is estimated to be $450,000. Both companies
Resolution No. 7521 - New Financial ERP Software System
August 15, 2023
Page 5 of 5
require cloud hosting fees to be paid during the implementation process, which is
estimated to total $160,000. Successive year’s cloud hosting and maintenance fees will
be subject to minor cost increases that will be included in the City’s Annual Operating
Budget.
RECOMMENDATION
It is recommended that the City Council determine that this action does not constitute a
project, and therefore, is exempt under, the California Environmental Quality Act
(“CEQA”); and adopt Resolution No. 7521 amending the Fiscal Year 2023-24 Operating
Budget, authorizing a supplemental budget appropriation for cloud hosting fees in the
amount of $160,000, offset by a reduction in the General Fund Reserve; and approve,
and authorize and direct the City Manager to execute a Software Service Agreement with
Oracle America and Can/Am Technologies for implementation of the new financial
Enterprise Resource Planning and cashiering software system in the amount of $450,000.
Attachments: Resolution No. 7521
Oracle Solutions License and Services Agreement
Can/Am License and Services Agreement
Cloud_Cloud Services Agreement (CSA)_US Public Sector_v040119_US_ENG Page 1 of 10
PUBLIC SECTOR AGREEMENT FOR ORACLE CLOUD SERVICES
This Public Sector Agreement for Oracle Cloud Services (this “Agreement”) is between Oracle America, Inc.
(“Oracle,” “we,” “us,” or “our”) and the entity that has executed this Agreement as identified in the signature block
below (“You”). This Agreement sets forth the terms and conditions that govern orders placed under this
Agreement.
1. USE OF THE SERVICES
1.1 We will make the Oracle services listed in Your order (the “Services”) available to You pursuant to this
Agreement and Your order. Except as otherwise stated in this Agreement or Your order, You have the non-
exclusive, worldwide, limited right to use the Services during the period defined in Your order, unless earlier
terminated in accordance with this Agreement or Your order (the “Services Period”), solely for Your internal
business operations. You may allow Your Users (as defined below) to use the Services for this purpose, and You
are responsible for their compliance with this Agreement and Your order.
1.2 The Service Specifications describe and govern the Services. During the Services Period, we may update
the Services and Service Specifications (with the exception of the Data Processing Agreement as described below)
to reflect changes in, among other things, laws, regulations, rules, technology, industry practices, patterns of
system use, and availability of Third Party Content (as defined below). Oracle updates to the Services or Service
Specifications will not materially reduce the level of performance, functionality, security or availability of the
Services during the Services Period of Your order.
1.3 You may not, and may not cause or permit others to: (a) use the Services to harass any person; cause
damage or injury to any person or property; publish any material that is false, defamatory, harassing or obscene;
violate privacy rights; promote bigotry, racism, hatred or harm; send unsolicited bulk e-mail, junk mail, spam or
chain letters; infringe property rights; or otherwise violate applicable laws, ordinances or regulations; (b) perform
or disclose any benchmarking or availability testing of the Services; (c) perform or disclose any performance or
vulnerability testing of the Services without Oracle’s prior written approval, or perform or disclose network
discovery, port and service identification, vulnerability scanning, password cracking or remote access testing of
the Services; or (d) use the Services to perform cyber currency or crypto currency mining ((a) through (d)
collectively, the “Acceptable Use Policy”). In addition to other rights that we have in this Agreement and Your
order, we have the right to take remedial action if the Acceptable Use Policy is violated, and such remedial action
may include removing or disabling access to material that violates the policy.
2. FEES AND PAYMENT
2.1 All fees payable are due within 30 days from the invoice date. Once placed, Your order is non-cancelable and
the sums paid nonrefundable, except as provided in this Agreement or Your order. You will pay any sales, value-
added or other similar taxes imposed by applicable law that we must pay based on the Services You ordered,
except for taxes based on our income. If You are a tax exempt entity, You must provide the applicable tax
certificate of exemption with Your order. Fees for Services listed in an order are exclusive of taxes and expenses.
2.2 If You exceed the quantity of Services ordered, then You promptly must purchase and pay fees for the excess
quantity.
2.3 You understand that You may receive multiple invoices for the Services ordered. Invoices will be submitted
to You pursuant to Oracle's Invoicing Standards Policy, which may be accessed at
http://www.oracle.com/us/corporate/contracts/invoicing-standards-policy-1863799.pdf.
Cloud_Cloud Services Agreement (CSA)_US Public Sector_v040119_US_ENG Page 2 of 10
3. OWNERSHIP RIGHTS AND RESTRICTIONS
3.1 You or Your licensors retain all ownership and intellectual property rights in and to Your Content (as defined
below). We or our licensors retain all ownership and intellectual property rights in and to the Services, derivative
works thereof, and anything developed or delivered by or on behalf of us under this Agreement.
3.2 You may have access to Third Party Content through use of the Services. Unless otherwise stated in Your
order, all ownership and intellectual property rights in and to Third Party Content and the use of such content is
governed by separate third party terms between You and the third party.
3.3 You grant us the right to host, use, process, display and transmit Your Content to provide the Services
pursuant to and in accordance with this Agreement and Your order. You have sole responsibility for the accuracy,
quality, integrity, legality, reliability, and appropriateness of Your Content, and for obtaining all rights related to
Your Content required by Oracle to perform the Services.
3.4 You may not, and may not cause or permit others to: (a) modify, make derivative works of, disassemble,
decompile, reverse engineer, reproduce, republish, download, or copy any part of the Services (including data
structures or similar materials produced by programs); (b) access or use the Services to build or support, directly
or indirectly, products or services competitive to Oracle; or (c) license, sell, transfer, assign, distribute, outsource,
permit timesharing or service bureau use of, commercially exploit, or make available the Services to any third party
except as permitted by this Agreement or Your order.
4. NONDISCLOSURE
4.1 By virtue of this Agreement, the parties may disclose to each other information that is confidential
(“Confidential Information”). Confidential Information shall be limited to the terms and pricing under this Agreement
and Your order, Your Content residing in the Services, and all information clearly identified as confidential at the
time of disclosure.
4.2 A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public
domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the
disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is
lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently
developed by the other party.
4.3 Subject to applicable law, each party agrees not to disclose the other party’s Confidential Information to any
third party other than as set forth in the following sentence for a period of five years from the date of the disclosing
party’s disclosure of the Confidential Information to the receiving party; however, we will protect the confidentiality
of Your Content residing in the Services for as long as such information resides in the Services. Each party may
disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it
against unauthorized disclosure in a manner no less protective than required under this Agreement, and each party
may disclose the other party’s Confidential Information in any legal proceeding or to a governmental entity as
required by law. We will protect the confidentiality of Your Content residing in the Services in accordance with the
Oracle security practices defined as part of the Service Specifications applicable to Your order.
4.4 The parties acknowledge and agree that You and this Agreement are subject to applicable freedom of
information or open records laws. Should You receive a request under such law for Oracle’s Confidential
Information, You agree to give Oracle adequate prior notice of the request and before releasing Oracle’s
Confidential Information to a third party, in order to allow Oracle sufficient time to seek injunctive relief or other
relief against such disclosure.
5. PROTECTION OF YOUR CONTENT
5.1 In order to protect Your Content provided to Oracle as part of the provision of the Services, Oracle will
comply with the applicable administrative, physical, technical and other safeguards, and other applicable aspects
of system and content management, available at http://www.oracle.com/us/corporate/contracts/cloud-
services/index.html.
Cloud_Cloud Services Agreement (CSA)_US Public Sector_v040119_US_ENG Page 3 of 10
5.2 To the extent Your Content includes Personal Data (as that term is defined in the applicable data privacy
policies and the Data Processing Agreement (as that term is defined below)), Oracle will furthermore comply with
the following:
a. the relevant Oracle privacy policies applicable to the Services, available at
http://www.oracle.com/us/legal/privacy/overview/index.html; and
b. the applicable version of the Data Processing Agreement for Oracle Services (the “Data Processing
Agreement”), unless stated otherwise in Your order. The version of the Data Processing Agreement
applicable to Your order (a) is available at https://www.oracle.com/corporate/contracts/cloud-
services/contracts.html#data-processing and is incorporated herein by reference, and (b) will remain in
force during the Services Period of Your order. In the event of any conflict between the terms of the Data
Processing Agreement and the terms of the Service Specifications (including any applicable Oracle
privacy policies), the terms of the Data Processing Agreement shall take precedence.
5.3 Without prejudice to Sections 5.1 and 5.2 above, You are responsible for (a) any required notices, consents
and/or authorizations related to Your provision of, and our processing of, Your Content (including any Personal
Data) as part of the Services, (b) any security vulnerabilities, and the consequences of such vulnerabilities, arising
from Your Content, including any viruses, Trojan horses, worms or other harmful programming routines contained
in Your Content, and (c) any use by You or Your Users of the Services in a manner that is inconsistent with the
terms of this Agreement. To the extent You disclose or transmit Your Content to a third party, we are no longer
responsible for the security, integrity or confidentiality of such content outside of Oracle’s control.
5.4 Unless otherwise specified in Your order (including in the Service Specifications), Your Content may not
include any sensitive or special data that imposes specific data security or data protection obligations on Oracle in
addition to or different from those specified in the Service Specifications. If available for the Services, You may
purchase additional services from us (e.g., Oracle Payment Card Industry Compliance Services) designed to
address specific data security or data protection requirements applicable to such sensitive or special data You
seek to include in Your Content.
6. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
6.1 Each party represents that it has validly entered into this Agreement and that it has the power and authority
to do so. We warrant that during the Services Period we will perform the Services using commercially reasonable
care and skill in all material respects as described in the Service Specifications. If the Services provided to You
were not performed as warranted, You must promptly provide us with a written notice that describes the deficiency
in the Services (including, as applicable, the service request number notifying us of the deficiency in the Services).
6.2 WE DO NOT WARRANT THAT THE SERVICES WILL BE PERFORMED ERROR-FREE OR
UNINTERRUPTED, THAT WE WILL CORRECT ALL SERVICES ERRORS, OR THAT THE SERVICES WILL
MEET YOUR REQUIREMENTS OR EXPECTATIONS. WE ARE NOT RESPONSIBLE FOR ANY ISSUES
RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM
YOUR CONTENT OR THIRD PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES.
6.3 FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND OUR ENTIRE
LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF
WARRANTY, OR, IF WE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY
REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND WE WILL REFUND TO YOU THE
FEES PAID FOR THE DEFICIENT SERVICES FOR THE PERIOD OF TIME DURING WHICH THE SERVICES
WERE DEFICIENT.
6.4 TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE
NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE,
HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY
QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. LIMITATION OF LIABILITY
7.1 IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT,
CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF
Cloud_Cloud Services Agreement (CSA)_US Public Sector_v040119_US_ENG Page 4 of 10
REVENUE, PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), SALES, DATA, DATA USE,
GOODWILL, OR REPUTATION.
7.2 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ORACLE AND OUR AFFILIATES ARISING OUT
OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT, TORT, OR
OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID UNDER YOUR ORDER FOR THE SERVICES
GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE
EVENT GIVING RISE TO SUCH LIABILITY.
8. INDEMNIFICATION
8.1 If a third party makes a claim against either You or Oracle (“Recipient” which may refer to You or us depending
upon which party received the Material), that any information, design, specification, instruction, software, service,
data, hardware, or material (collectively, “Material”) furnished by either You or us (“Provider” which may refer to
You or us depending on which party provided the Material) and used by the Recipient infringes the third party’s
intellectual property rights, the Provider, at the Pro vider’s sole cost and expense, will, to the extent not prohibited
by law, defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and
expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider,
if the Recipient does the following:
a. notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim
(or sooner if required by applicable law);
b. gives the Provider sole control of the defense and any settlement negotiations to the extent permitted by law;
and
c. gives the Provider the information, authority and assistance the Provider needs to defend against or settle the
claim.
8.2 If the Provider believes or it is determined that any of the Material may have violated a third party’s intellectual
property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially
preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not
commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and
refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return
materially affects our ability to meet obligations under the relevant order, then we may, upon 30 days prior written
notice, terminate the order. If such Material is third party technology and the terms of the third party license do not
allow us to terminate the license, then we may, upon 30 days prior written notice, end the Services associated with
such Material and refund any unused, prepaid fees for such Services.
8.3 The Provider will not indemnify the Recipient if the Recipient (a) alters the Material or uses it outside the scope
of use identified in the Provider’s user or program documentation or Service Specifications, or (b) uses a version
of the Material which has been superseded, if the infringement claim could have been avoided by using an
unaltered current version of the Material which was made available to the Recipient. The Provider will not indemnify
the Recipient to the extent that an infringement claim is based upon any Material not furnished by the Provider.
We will not indemnify You to the extent that an infringement claim is based on Third Party Content or any Material
from a third party portal or other external source that is accessible or made available to You within or by the
Services (e.g., a social media post from a third party blog or forum, a third party Web page accessed via a hyperlink,
marketing data from third party data providers, etc.).
8.4 This Section 8 provides the parties’ exclusive remedy for any infringement claims or damages.
9. TERM AND TERMINATION
9.1 Unless this Agreement is terminated earlier, You may place orders governed by this Agreement for a period
of five years from the date You accept this Agreement. This Agreement will continue to govern any order for the
duration of the Services Period of such order.
9.2 Services shall be provided for the Services Period defined in Your order. Notwithstanding anything to the
contrary in the Service Specifications, the Services You order will not be automatically renewed.
9.3 We may suspend Your or Your Users’ access to, or use of, the Services if we believe that (a) there is a
significant threat to the functionality, security, integrity, or availability of the Services or any content, data, or
Cloud_Cloud Services Agreement (CSA)_US Public Sector_v040119_US_ENG Page 5 of 10
applications in the Services; (b) You or Your Users are accessing or using the Services to commit an illegal act; or
(c) there is a violation of the Acceptable Use Policy. When reasonably practicable and lawfully permitted, we will
provide You with advance notice of any such suspension. We will use reasonable efforts to re-establish the
Services promptly after we determine that the issue causing the suspension has been resolved. During any
suspension period, we will make Your Content (as it existed on the suspension date) available to You. Any
suspension under this Section shall not excuse You from Your obligation to make payments under this Agreement.
9.4 If either of us breaches a material term of this Agreement or any order and fails to correct the breach within
30 days of written specification of the breach, then the breaching party is in default and the non-breaching party
may terminate (a) in the case of breach of any order, the order under which the breach occurred; or (b) in the case
of breach of the Agreement, the Agreement and any orders that have been placed under the Agreement. If we
terminate any orders as specified in the preceding sentence, You must pay within 30 days all amounts that have
accrued prior to such termination, as well as all sums remaining unpaid for the Services under such order(s) plus
related taxes and expenses. Except for nonpayment of fees, the nonbreaching party may agree in its sole
discretion to extend the 30 day period for so long as the breaching party continues reasonable efforts to cure the
breach. You agree that if You are in default under this Agreement, You may not use those Services ordered.
9.5 You may terminate this Agreement at any time without cause by giving Oracle 30 days prior written notice of
such termination. Termination of the Agreement will not affect orders that are outstanding at the time of termination.
Those orders will be performed according to their terms as if this Agreement were still in full force and effect.
However, those orders may not be renewed or extended subsequent to termination of this Agreement.
9.6 At the end of the Services Period, we will make Your Content (as it existed at the end of the Services Period)
available for retrieval by You during a retrieval period set out in the Service Specifications. At the end of such
retrieval period, and except as may be required by law, we will delete or otherwise render unrecoverable any of
Your Content that remains in the Services. Our data deletion practices are described in more detail in the Service
Specifications.
9.7 Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability,
indemnification, payment and others which by their nature are intended to survive.
10. THIRD-PARTY CONTENT, SERVICES AND WEBSITES
10.1 The Services may enable You to link to, transfer Your Content or Third Party Content to, or otherwise access,
third parties’ websites, platforms, content, products, services, and information (“Third Party Services”). Oracle
does not control and is not responsible for Third Party Services. You are solely responsible for complying with the
terms of access and use of Third Party Services, and if Oracle accesses or uses any Third Party Services on Your
behalf to facilitate performance of the Services, You are solely responsible for ensuring that such access and use,
including through passwords, credentials or tokens issued or otherwise made available to You, is authorized by
the terms of access and use for such services. If You transfer or cause the transfer of Your Content or Third Party
Content from the Services to a Third Party Service or other location, that transfer constitutes a distribution by You
and not by Oracle.
10.2 Any Third Party Content we make accessible is provided on an “as-is” and “as available” basis without any
warranty of any kind. You acknowledge and agree that we are not responsible for, and have no obligation to
control, monitor, or correct, Third Party Content. We disclaim all liabilities arising from or related to Third Party
Content.
10.3 You acknowledge that: (i) the nature, type, quality and availability of Third Party Content may change at any
time during the Services Period, and (ii) features of the Services that interoperate with Third Party Services such
as Facebook™, YouTube™ and Twitter™, etc., depend on the continuing availability of such third parties’
respective application programming interfaces (APIs). We may need to update, change or modify the Services
under this Agreement as a result of a change in, or unavailability of, such Third Party Content, Third Party Services
or APIs. If any third party ceases to make its Third Party Content or APIs available on reasonable terms for the
Services, as determined by us in our sole discretion, we may cease providing access to the affected Third Party
Content or Third Party Services without any liability to You. Any changes to Third Party Content, Third Party
Services or APIs, including their unavailability, during the Services Period does not affect Your obligations under
this Agreement or the applicable order, and You will not be entitled to any refund, credit or other compensation
due to any such changes.
Cloud_Cloud Services Agreement (CSA)_US Public Sector_v040119_US_ENG Page 6 of 10
11. SERVICE MONITORING, ANALYSES AND ORACLE SOFTWARE
11.1 We continuously monitor the Services to facilitate Oracle’s operation of the Services; to help resolve Your
service requests; to detect and address threats to the functionality, security, integrity, and availability of the
Services as well as any content, data, or applications in the Services; and to detect and address illegal acts or
violations of the Acceptable Use Policy. Oracle monitoring tools do not collect or store any of Your Content residing
in the Services, except as needed for such purposes. Oracle does not monitor, and does not address issues with,
non-Oracle software provided by You or any of Your Users that is stored in, or run on or through, the Services.
Information collected by Oracle monitoring tools (excluding Your Content) may also be used to assist in managing
Oracle’s product and service portfolio, to help Oracle address deficiencies in its product and service offerings, and
for license management purposes.
11.2 We may (i) compile statistical and other information related to the performance, operation and use of the
Services, and (ii) use data from the Services in aggregated form for security and operations management, to create
statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as
“Service Analyses”). We may make Service Analyses publicly available; however, Service Analyses will not
incorporate Your Content, Personal Data or Confidential Information in a form that could serve to identify You or
any individual. We retain all intellectual property rights in Service Analyses.
11.3 We may provide You with the ability to obtain certain Oracle Software (as defined below) for use with the
Services. If we provide Oracle Software to You and do not specify separate terms for such software, then such
Oracle Software is provided as part of the Services and You have the non-exclusive, worldwide, limited right to
use such Oracle Software, subject to the terms of this Agreement and Your order (except for separately licensed
elements of the Oracle Software, which separately licensed elements are governed by the applicable separate
terms), solely to facilitate Your use of the Services. You may allow Your Users to use the Oracle Software for this
purpose, and You are responsible for their compliance with the license terms. Your right to use any Oracle
Software will terminate upon the earlier of our notice (by web posting or otherwise) or the end of the Services
associated with the Oracle Software. Notwithstanding the foregoing, if Oracle Software is licensed to You under
separate terms, then Your use of such software is governed by the separate terms. Your right to use any part of
the Oracle Software that is licensed under the separate terms is not restricted in any way by this Agreement.
12. EXPORT
12.1 Export laws and regulations of the United States and any other relevant local export laws and regulations
apply to the Services. Such export laws govern use of the Services (including technical data) and any Services
deliverables provided under this Agreement, and You and we each agree to comply with all such export laws and
regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information,
software programs and/or materials resulting from the Services (or direct product thereof) will be exported, directly
or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without
limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
12.2 You acknowledge that the Services are designed with capabilities for You and Your Users to access the
Services without regard to geographic location and to transfer or otherwise move Your Content between the
Services and other locations such as User workstations. You are solely responsible for the authorization and
management of User accounts across geographic locations, as well as export control and geographic transfer of
Your Content.
13. FORCE MAJEURE
Neither You nor we shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or
sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the
obligated party; government restrictions (including the denial or cancelation of any export, import or other license);
or other event outside the reasonable control of the obligated party. Both You and we will use reasonable efforts
to mitigate the effect of a force majeure event. If such event continues for more than 30 days, the affected order(s)
will be terminated for convenience unless the parties otherwise agree in writing. This Section does not excuse
either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your
obligation to pay for the Services.
Cloud_Cloud Services Agreement (CSA)_US Public Sector_v040119_US_ENG Page 7 of 10
14. UCITA
The Uniform Computer Information Transactions Act does not apply to this Agreement or to orders placed under
it.
15. NOTICE
15.1 Any notice required under this Agreement shall be provided to the other party in writing. If You have a legal
dispute with us or if You wish to provide a notice under the Indemnification Section of this Agreement, or if You
become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: Oracle
America, Inc., 500 Oracle Parkway, Redwood Shores, CA 94065, Attention: General Counsel, Legal Department.
15.2 We may give notices applicable to our Services customers by means of a general notice on the Oracle portal
for the Services, and notices specific to You by electronic mail to Your e-mail address on record in our account
information or by written communication sent by first class mail or pre-paid post to Your address on record in our
account information.
16. ASSIGNMENT
You may not assign this Agreement or give or transfer the Services, or any interest in the Services, to another
individual or entity.
17. OTHER
17.1 We are an independent contractor, and each party agrees that no partnership, joint venture, or agency
relationship exists between the parties.
17.2 Our business partners and other third parties, including any third parties with which the Services have
integrations or that are retained by You to provide consulting services, implementation services or applications that
interact with the Services, are independent of Oracle and are not Oracle’s agents. We are not liable for, bound by,
or responsible for any problems with the Services or Your Content arising due to any acts of any such business
partner or third party, unless the business partner or third party is providing Services as our subcontractor on an
engagement ordered under this Agreement and, if so, then only to the same extent as we would be responsible
for our resources under this Agreement.
17.3 If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain
effective and such term shall be replaced with another term consistent with the purpose and intent of this
Agreement.
17.4 Except for actions for nonpayment or breach of Oracle’s proprietary rights, no action, regardless of form,
arising out of or relating to this Agreement may be brought by either party more than two years after the cause of
action has accrued.
17.5 Prior to entering into an order governed by this Agreement, You are solely responsible for determining
whether the Services meet Your technical, business or regulatory requirements. Oracle will cooperate with Your
efforts to determine whether use of the standard Services are consistent with those requirements. Additional fees
may apply to any additional work performed by Oracle or changes to the Services. You remain solely responsible
for Your regulatory compliance in connection with Your use of the Services.
17.6 Upon forty-five (45) days written notice and no more than once every twelve (12) months, Oracle may audit
Your use of the Cloud Services to ensure Your use of the Cloud Services is in compliance with the terms of the
applicable order and this Agreement. Any such audit shall not unreasonably interfere with Your normal business
operations. Any such audit shall not unreasonably interfere with Your normal business operations. Oracle shall
comply with reasonable security and safety rules, policies, and pr ocedures (“security rules”) while performing any
such audit, provided that (i) such security rules are applicable to the performance of the audit; (ii) You make such
security rules available to Oracle prior to the commencement of the audit; and (iii) such security rules do not modify
or amend the terms and conditions of this Agreement or the applicable order(s).
Cloud_Cloud Services Agreement (CSA)_US Public Sector_v040119_US_ENG Page 8 of 10
You agree to cooperate with Oracle’s audit and to provide reasonable assistance and access to information
reasonably requested by Oracle.
The performance of the audit and non-public data obtained during the audit (including findings or reports that result
from the audit) shall be subject to the provisions of section 4 (Nondisclosure) of this Agreement.
Any usage in excess of Your rights under the applicable order(s) shall be considered a change to the scope of
services of the applicable order(s) and You shall be responsible for paying the additional fees related to use of the
Services in excess of Your rights. You agree that Oracle shall not be responsible for any of Your costs incurred in
cooperating with the audit.
18. ENTIRE AGREEMENT
18.1 You agree that this Agreement and the information which is incorporated into this Agreement by written
reference (including reference to information contained in a URL or referenced policy), together with the applicable
order, is the complete agreement for the Services ordered by You and supersedes all prior or contemporaneous
agreements or representations, written or oral, regarding such Services.
18.2 It is expressly agreed that the terms of this Agreement and any Oracle order shall supersede the terms in
any purchase order, procurement internet portal, or other similar non-Oracle document and no terms included in
any such purchase order, portal, or other non-Oracle document shall apply to the Services ordered. In the event
of any inconsistencies between the terms of an order and the Agreement, the order shall take precedence;
however, unless expressly stated otherwise in an order, the terms of the Data Processing Agreement shall take
precedence over any inconsistent terms in an order. This Agreement and orders hereunder may not be modified
and the rights and restrictions may not be altered or waived except in a writing signed or accepted online by
authorized representatives of You and of Oracle; however, Oracle may update the Service Specifications, including
by posting updated documents on Oracle’s websites. No third party beneficiary relationships are created by this
Agreement.
19. AGREEMENT DEFINITIONS
19.1 “Oracle Software” means any software agent, application or tool that Oracle makes available to You for
download specifically for purposes of facilitating Your access to, operation of, and/or use with, the Services.
19.2 “Program Documentation” refers to the user manuals, help windows, readme files for the Services and
any Oracle Software. You may access the documentation online at http://oracle.com/contracts or such other
address specified by Oracle.
19.3 “Service Specifications” means the following documents, as applicable to the Services under Your order:
(a) the Oracle Cloud Hosting and Delivery Policies, the Program Documentation, the Oracle service descriptions,
and the Data Processing Agreement described in this Agreement; (b) Oracle’s privacy policies; and (c) any other
Oracle documents that are referenced in or incorporated into Your order. The following do not apply to any non-
Cloud Oracle service offerings acquired in Your order, such as professional services: the Oracle Cloud Hosting
and Delivery Policies and Program Documentation. The following do not apply to any Oracle Software: the Oracle
Cloud Hosting and Delivery Policies, Oracle service descriptions, and the Data Processing Agreement.
19.4 “Third Party Content” means all software, data, text, images, audio, video, photographs and other content
and material, in any format, that are obtained or derived from third party sources outside of Oracle that You may
access through, within, or in conjunction with Your use of, the Services. Examples of Third Party Content include
data feeds from social network services, rss feeds from blog posts, Oracle data marketplaces and libraries,
dictionaries, and marketing data. Third Party Content includes third-party sourced materials accessed or obtained
by Your use of the Services or any Oracle-provided tools.
19.5 “Users” means, for Services, those employees, contractors, and end users, as applicable, authorized by
You or on Your behalf to use the Services in accordance with this Agreement and Your order. For Services that
are specifically designed to allow Your clients, agents, customers, suppliers or other third parties to access the
Services to interact with You, such third parties will be considered “Users” subject to the terms of this Agreement
and Your order.
19.6 “Your Content” means all software, data (including Personal Data), text, images, audio, video,
photographs, non-Oracle or third party applications, and other content and material, in any format, provided by
Cloud_Cloud Services Agreement (CSA)_US Public Sector_v040119_US_ENG Page 9 of 10
You or any of Your Users that is stored in, or run on or through, the Services. Services under this Agreement,
Oracle Software, other Oracle products and services, and Oracle intellectual property, and all derivative works
thereof, do not fall within the meaning of the term “Your Content.” Your Content includes any Third Party Content
that is brought by You into the Services by Your use of the Services or any Oracle-provided tools.
20. CLOUD SERVICES AGREEMENT EFFECTIVE DATE
{{*efdate_es_signer2}}
The Effective Date of this Agreement is _______________________. (DATE TO BE COMPLETED BY
ORACLE)
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AGREEMENT FOLLOWS IMMEDIATELY ON THE NEXT PAGE.
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City Of Arcadia, CA Oracle America, Inc.
{{*_es_signer1_signature }} {{*_es_signer2_signature }}
Authorized Signature: _______________________ Authorized Signature: _______________________
{{*_es_signer1_fullname }} {{*_es_signer2_fullname }}
Name: ___________________________________ Name: ___________________________________
{{*_es_signer1_title }} {{*_es_signer2_title }}
Title: ____________________________________ Title: ____________________________________
{{*_es_signer1_date}} {{*_es_signer2_date}}
Signature Date: ___________________________ Signature Date: ___________________________
Agreement No.: US-CSA-CPQ-2767637
Teller Software as a Service Agreement
This is the Teller Software as a Service Agreement (“Agreement”) dated as of <date> (the “Effective Date”)
between Can/Am Technologies Inc. (“CanAm”) a company incorporated under the laws of Colorado, having its
principal place of business at 1819 Denver West Dr, Suite 225, Lakewood, CO 80401 and <Client Name>
<State>, having its principal place of business at <Client Address> (hereinafter referred as "Client").
RECITALS
1. Pursuant to the terms of this Agreement, CanAm will provide a web-based system to manage point of sale
processes for Client.
2. This system assists Client in managing revenue intake from cashiering to balancing, providing reconciliation
workflows, and is intended to provide Client with reporting and visibility into financial transactions, increasing the
accountability and transparency of financial management for Client.
AGREEMENT
Client and CanAm agree as follows:
1. DEFINITIONS
1.1. Agreement – this document and all schedules attached or incorporated by reference, and any subsequent
addendums or amendments made in accordance with the provisions hereof.
1.2. Annual Software as a Service Fee – the annual fee payable by Client (either to CanAm directly or to an
authorized CanAm reseller, as applicable) for the use of Teller software, including Teller support services,
including releases, and Hosting Services provided by CanAm under this Agreement.
1.3. Concurrent User – means the users who are logged on at the same time and sharing a finite number of
licenses.
1.4. Confidential Information – has the meaning set out in section 13 of this Agreement.
1.5. Configuration(s) – all work required to configure Teller to reflect the business rules, workflow, security
and data requirements of Client. Configuration includes any custom reports, Interfaces, Plugins, and
conversion scripts developed for Client.
1.6. Defect – a program error that will cause Teller to crash, or program algorithms or logic that produce
incorrect results. Defects pertain to the intended operation of Teller as delivered to Client, but do not
pertain to subsequent errors brought about by Infrastructure changes made by Client or any other Third-
Party. Defects do not include changing user preferences, report or screen aesthetics, presentation
standards, or validity of converted data. Defects do not pertain to problems arising from Third-Party
Software interfaced to Teller, or to problems arising from Teller Configurations not developed by CanAm.
1.7. Enhancement – any work requested by Client to alter existing Teller features, or to add any new features
or functions to Teller software.
1.8. Force Majeure – circumstances beyond a Party’s reasonable control, including, without limitation, acts of
God, acts of any governmental body, war, insurrection, sabotage, armed conflict, embargo, fire, flood,
pandemics, unavailability or interruption in telecommunications or Third-Party services, virus attacks or
hackers, failure of Third-Party Software, or inability to obtain power used in or equipment needed for
provision of the Services.
1.9. Hosting Services – the services provided at the Third-Party hosting facility that are provided by CanAm to
Client.
1.10. Hosting Services Site – the Third-Party hosting facility, at a U.S. location of CanAm’s choice, at which
servers and related equipment are located.
1.11. Hosting SLA – the Hosting Service Level Agreement as provided in Exhibit B, and any subsequent
addendums or amendments made in accordance with the provisions herein.
1.12. Client Infrastructure – any Client owned, leased, or licensed information technology hardware and/or
software that is required by Client to perform business functions. This hardware and/or software can be
providing the infrastructure needed to perform these functions or can also be used as a gateway to an
external, non-client owned, infrastructure that provides the necessary business functions.
1.13. Deliverables – the services deliverables, documentation and defined milestone objectives set forth in a
Statement of Work. For greater certainty, Deliverables shall not include any Third-Party Software or
related documentation licensed directly to Client from a Third-Party, or any modifications or
enhancements thereto or derivatives thereof.
1.14. Intellectual Property – property that derives from the work of the mind or intellect, specifically, an idea,
invention, trade secret, process, program, data, formula, patent, copyright, or trademark or application,
right, or registration. Intellectual Property includes: a) Teller pre-existing software, or pre-existing
software Configurations (including reports) of CanAm; b) CanAm methodologies, processes, tools, and
general knowledge of the matters under consideration; and c) any pre-existing or newly-acquired material
provided to Client by CanAm under separate license.
1.15. Interface – a connection with Third Party Software or hardware used to deliver a unified end user
experience.
1.16. Named User – an individual internal to Client who has access to the Teller Production Database. A Named
User may access the Teller Production Database from any workstation on Client's network or intranet, or
via the Internet.
1.17. Party or Parties – referring to CanAm or Client or both.
1.18. Plugin – additional functionality that extends core Teller features. Plugins may be added to Teller to
permit additional functionality. Licensed Plugins are fully supported and may have their own release cycle
separate from the Teller product release cycle.
1.19. Production Environment – the environment provided to Client for end user official business use.
1.20. Release(s) – update to Teller issued by CanAm to general availability for Teller Clients.
1.21. Response Time – the target time for CanAm to respond to Critical, High, Medium and Low support
requests (as defined in Section 6.3 of this Agreement).
1.22. Service(s) – the professional services to be provided pursuant to the Statement of Work (Exhibit C) or
other written request.
1.23. Source Code – any and all program code or database definitions developed by CanAm programmers using
a formal programming language and used by Teller software.
1.24. Specifications – means the requirements of the Deliverables as set forth in the Statement of Work (Exhibit
C) or an amendment to this Agreement.
1.25. Statement of Work (SOW) – a document that describes the implementation services, software products,
and other deliverables to be provided by CanAm (including its subcontractors if applicable) to Client
under this Agreement. The Statement of Work is attached to this Agreement as Exhibit C.
1.26. Teller – an enterprise Point of Sale system that manages revenue intake from cashiering to balancing and
reconciliation workflows in a single integrated database. Teller includes the reports and documentation
that come with the Teller software.
1.27. Teller Annual Software as a Service Agreement – the document (i.e., this Agreement) which provides the
terms and conditions under which the right to use Teller is provided to Client.
1.28. Teller System – a pre-existing set of Configurations that extends Teller by providing functionality specific
to a business area.
1.29. Test Environment – the environment set up by CanAm to provide testing and training capability for Client.
1.30. Third-Party – a person, corporation, organization or entity other than Client or CanAm.
1.31. Third-Party Software – any identifiable product embedded in and/or linked to Teller software, but to
which the proprietary rights belong to an independent Third-Party.
2. SCOPE OF AGREEMENT
2.1. By this Agreement, CanAm agrees to provide Client with a single Annual Subscription Software License
to use the Teller System in the Production Environment at the edition specified in Exhibit A. This License
includes the number of Interfaces, Concurrent Users, and/or Named Users identified in Exhibit A and
subsequent purchase orders.
2.2. Client and CanAm agree that CanAm may opt to permit the use of this Agreement by broader public
sector entities to procure Teller Software as a Service according to the terms and conditions of this
Agreement as follows:
"Broader Public Sector Entities" means other political subdivisions, municipalities, tax-supported agencies
and non-profit entities in the United States, including all local and state government agencies, academic
institutions, school boards, special districts and any other public entities as acknowledged by the Federal
government and any other public entities as agreed by Client.
With respect to purchases by Broader Public Sector entities, Can/Am acknowledges that such Broader
Public Sector Entities shall make purchases in their own name, make payments directly to CanAm, and
shall be liable directly to CanAm, holding Client harmless.
3. TERM OF AGREEMENT
3.1. This Agreement will remain in effect for a period of one (1) year from signing and will be renewed
annually thereafter upon payment by Client of the Annual Software as a Service Fee within thirty (30)
days of receipt of the renewal invoice, unless otherwise revised or terminated under the provisions of this
Agreement. Each annual renewal invoice will be issued thirty (30) days prior to renewal.
4. GRANT OF LICENSE
4.1. This Agreement provides Client with a non-exclusive and non-revocable license for Teller as identified in
Exhibit A of this Agreement. This license will be effective for as long as this Agreement is in place and
Client remains current with payment of their Annual Software as a Service Fee.
4.2. Client is licensed to use Teller in one (1) Test Environment and one (1) Production Environment at
CanAm hosting site.
4.3. Client is licensed to use Teller only for processing transactions associated with Client’s internal business
or public purposes. Any other use of Teller by Client is not permitted.
5. SOFTWARE AS A SERVICE LICENSE FEE
5.1. Client agrees to pay an Annual Software as a Service Fee as specified in Exhibit A for license rights to
Teller and for associated Teller support and Teller Hosting Services. The first year of the Teller Software
as a Service Fee is billable upon execution of this agreement.
5.2. Client may subsequently add licenses and users throughout the Term for an additional price as set out in
Exhibit A.
5.3. The Annual Software as a Service Fee does not include Configuration. CanAm may provide these Services
for additional charge under a SOW or directly as professional services for the time and materials hourly
rate established in Exhibit A.
5.4. Client agrees to remit payment annually within 30 calendar days of receipt of the invoice. CanAm reserves
the right to charge Client one (1) per cent interest per month on the undisputed outstanding balance of any
fees or expenses not paid with thirty (30) days of date of invoice.
6. SUPPORT SERVICES
6.1. CanAm agrees, during the term of this Agreement, to provide Teller support services in a timely and
professional manner. CanAm will provide unlimited technical support for Client’s Teller support
personnel described in Section 7.2 of this Agreement. Support pertains to Teller and licensed Teller
Plugins.
6.2. The Teller support web site will be available 24 x 7 for submitting Client support requests. The Teller
support desk will be staffed from 8:00 a.m. to 6:00 p.m. Mountain Time, Monday to Friday, excluding
Colorado statutory holidays. Extended hours of coverage or on-call coverage outside of these working hours
can be provided at additional rates per Section 8.
6.3. When Client submits a support request through the Teller support web site during normal CanAm hours
for support, as specified in Section 6.2 of this Agreement, CanAm and Client will categorize, and CanAm
will escalate as appropriate, the support request according to the following criteria. To ensure the listed
Response Time, Client must call the provided Teller support toll-free number to report or confirm Critical
and High priority issues.
Severity Definition Response
Time
Resolution Time
Critical Client site is down.
Major impact to operations of Client
site.
< 15
minutes
Immediate and ongoing effort,
with daily reporting to Client as
necessary until a work-around or
fix has been provided.
High Major impairment of at least one
important function at Client site.
Operations at Client site are
impacted.
All important Client functions are
working albeit with extra work.
< 1 hour Proceed with fix as high priority
work with reporting to Client as
necessary until a work-around or
fix has been provided.
Medium Client Operations not significantly
impacted.
One or more minor Client functions
not working.
Major usability irritations impacting
many staff at Client.
< 4 hours Proceed with fix as medium
priority work, according to
schedule set by CanAm.
Low Minor usability irritations.
Work-around exists.
< 2
business
days
Proceed with fix as low priority
work, according to schedule set by
CanAm
6.4. The Software as a Service Fee does NOT include technical support for Configurations and Third-Party
Software not embedded within Teller, such as (but not limited to) operating system software and Microsoft
Office products. Technical support for Teller related Third-Party hardware that may be used by Client,
including scanners, printers, credit terminals, and other hardware peripherals is also not included.
6.5. CanAm will not begin charging Client for resolution of a non-Teller related problem until CanAm
demonstrates to Client that the source of the problem is not related to a Teller Defect and Client has
authorized work to resolve the issue. No time will be charged to Client for Teller Defects reported to
CanAm.
6.6. Unless otherwise specified, Teller product warranty and support activities will be conducted at and
deployed remotely. Travel and living expenses to provide on-site services deemed by CanAm at its sole
discretion as required to repair a Teller Defect will not be charged to Client.
7. CLIENT OBLIGATIONS AND RESPONSIBILITIES
Unless otherwise stated in a separate agreement between the parties or in a Schedule of this Agreement, the
following tasks will be the sole responsibility of Client:
7.1. Infrastructure Support –managing the local Internet Service Provider (ISP) providing Client its internet
connection and/or its wireless service; managing its own networks; managing all desktop and mobile
hardware for Client staff and implementing its own security policies and procedures.
7.2. First-Line Teller Support – Client is responsible for providing first-line Teller support to Client staff. First-
line Teller Client support is responsible for researching issues and assessing if they are the result of a
Teller Defect. Client will identify a limited number of Client staff entitled to submit Teller support
requests.
7.3. Future Releases – Client acknowledges that future Releases of Teller software may require different or
additional Client equipment and/or software in order to function properly. CanAm will provide Client with
sufficient notification of such requirements. Client will be responsible to fund, acquire, install, and
maintain such different or additional equipment and/or software.
8. PROFESSIONAL SERVICES
8.1. At the request of Client, CanAm may provide any or all of the following professional services:
development of custom Configurations, report development, training, extended warranty, first line Teller
support, and any other consulting activity. CanAm professional services may be purchased for an all-
inclusive fixed-cost, or on a time-and-materials basis. All time and materials services will be approved in
advance by the Client in a mutually agreed Statement of Work or other written request, and invoiced
monthly based on the rates specified in Exhibit A. For fixed-cost services, all terms, conditions and
costs will be specified in a mutually agreed Statement of Work.
8.2. CanAm will perform the Services and provide the deliverables that are described in each Statement of
Work in accordance with the terms of the SOW and this Agreement, for the price and in accordance with
the delivery dates and Specifications described in the Statement of Work.
9. PAYMENT FOR SERVICES
9.1. Client will pay (either to CanAm directly or to an authorized CanAm reseller, as applicable) the fees set
out in the Statement of Work, plus all applicable taxes, upon acceptance of deliverables specified in the
Statement of Work, subject to receipt of invoices from CanAm.
9.2. CanAm will submit invoices and other supporting documentation which may be required by Client
describing the Services and deliverables for which payment is claimed.
9.3. Client will pay, without set-off or deduction, each invoice or undisputed portion of an invoice within thirty
(30) days from receipt of the invoice. Any disputes will be resolved according to the dispute resolution
process set out in Section 17 of this Agreement. CanAm reserves the right to charge Client one (1) per cent
interest per month on any undisputed outstanding balance of any fees or expenses not paid within thirty
(30) days of date of invoice.
10. SOURCE CODE
10.1. This license will provide Client with run-time only capability for Teller as described in Section 2 of this
Agreement.
10.2. Source code (metadata) to custom Configurations, reports, and specialized code developed specifically for
Client will be provided to Client upon request.
11. REPRESENTATIONS AND WARRANTIES
11.1. CanAm will repair Teller Defects reported by Client during the term of this Agreement at no additional
charge to Client. CanAm will make all reasonable efforts to resolve Defects quickly, via a patch Release if
necessary.
11.2. The warranty on all CanAm-developed custom Configuration is defined in the applicable SOW. Subject to
clause 11.4, standard Interfaces are warranted. Material changes to the Client environment may require
additional fee-based work.
11.3. CanAm does not provide warranty for any custom Configuration or custom code not developed by
CanAm, or developed by CanAm and subsequently altered by Client or any Third-Party.
11.4. CanAm warrants that it has full power and authority to grant this Teller license and that as of the effective
date of this Agreement, the Teller software does not infringe on any existing Intellectual Property rights of
any Third Party. If a claim of infringement is made by any Third Party, CanAm may, at its sole option
either:
a) secure for CLIENT the right to continue using the Teller software; or
b) modify the Teller software so that it does not infringe.
This represents Client's sole and exclusive remedy with respect to this warranty.
11.5. CanAm has no obligation for any claim of infringement based on a Client or Third Party modified version
of the Teller software or based on the combination of the Teller software with any Third Party product not
provided by CanAm. CanAm provides no warranty whatsoever for any Third Party software or hardware
products.
11.6. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CANAM AND ITS LICENSORS AND
SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABLE
QUALITY OR FITNESS FOR PARTICULAR PURPOSE, WHETHER ARISING BY STATUTE OR IN
LAW OR AS A RESULT OF A COURSE OF DEALING OR TRADE USAGE.
11.7. THIS SECTION 11 SETS OUT THE SOLE AND EXCLUSIVE REMEDY WHICH APPLIES OR
SHALL APPLY TO TELLER AND THE SERVICES. NO ORAL OR VERBAL ADVICE OR
INFORMATION GIVEN BY EITHER PARTY, THEIR AFFILIATES OR ITS OR THEIR AGENTS,
SERVANTS, EMPLOYEES, OR REPRESENTATIVES, SHALL CREATE A DIFFERENT OR
GREATER WARRANTY, AND THE PARTIES ACKNOWLEDGES THAT IT MAY NOT RELY
UPON ANY SUCH ORAL OR WRITTEN COMMUNICATIONS TO CREATE OR ESTABLISH
WARRANTY RIGHTS IN EXCESS OF THE SOLE AND EXCLUSIVE WARRANTY HEREIN.
12. OWNERSHIP OF SOFTWARE AND DATA
12.1. CanAm has exclusive licensing and distribution rights for Teller software (Copyright © 2004 – 2022, all
rights reserved), including Teller; licensed Teller Plugins, and licensed Teller Interfaces within the United
States of America and Canada. Client will not remove any ownership or copyright notices from Teller
software or documentation. Reproduction, disassembly, decompilation, transfer, reverse engineering, or
disclosure to others, in whole or in part, of Teller is strictly prohibited.
12.2. CanAm is, and will remain, the exclusive owner, or is the authorized agent of the owner of Teller
proprietary information, and all patent, copyright, trade secret, trademark, and other Intellectual Property
rights remain solely with CanAm. No license or conveyance of any such rights to Client is granted or
implied under this Agreement.
12.3. CanAm will retain ownership of the Intellectual Property associated with Enhancements or Interfaces
developed by CanAm for Client.
12.4. Client is deemed to own any custom Configuration for their Teller installation. Client grants CanAm a
non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to use, reproduce, sublicense,
modify, and sell the custom Configuration developed pursuant to this Agreement without compensation to
Client.
12.5. Notwithstanding anything to the contrary herein, each Party and its respective personnel and contractors
shall be free to use and employ its and their general skills, know-how, pre-existing IP and expertise, and to
use, disclose, and employ any generalized ideas, concepts, know-how, methods, techniques, or skills
gained or learned during the course of any assignment, so long as it or they acquire and apply such
information without disclosure of any Confidential Information of the other Party.
12.6. Client may not sell, rent, lease, give, distribute, assign, pledge, sublicense, loan, timeshare, or otherwise
transfer Teller software or documentation to any other Party. Client agrees not to distribute Teller as part
of any other software product, commercial or otherwise, without the prior written approval of CanAm.
12.7. Client will retain sole and complete ownership of its data at all times, regardless of the location of the data,
and CanAm may not make any use of Client data other than for testing and Service delivery purposes,
without the prior written consent of Client.
13. CONFIDENTIAL AND PROPRIETARY INFORMATION
13.1. Each Party will hold in confidence, and will not disclose to any unauthorized personnel, any confidential
or proprietary information of the other Party. Each Party will use such confidential or proprietary
information only for the purpose for which it was disclosed.
13.2. As used in this Agreement, the term “confidential or proprietary information” (“Confidential
Information”) means all trade secrets or proprietary information designated as such in writing by one Party
to the other. All software code in source of object format will be deemed to be proprietary information
regardless of whether it is marked as such. Information which is orally or visually disclosed by one Party
to the other, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, will
constitute proprietary information of the releasing Party if:
a) it would be apparent to a reasonable person, familiar with the business of the releasing Party and the
industry in which it operates, that such information is of a confidential or proprietary nature; or
b) The releasing Party, within thirty (30) calendar days after such disclosure, delivers to the receiving
Party a written document describing such information and referencing the place and date of such
oral, visual, or written disclosure, and the names of receiving Party personnel to whom such
disclosure was made.
13.3. Each Party will only disclose Confidential Information received by it under this Agreement to personnel
who have a need to know such Confidential Information for the performance of its duties and who are
bound by an agreement to protect the confidentiality of such Confidential Information.
13.4. Each Party will adopt and maintain programs and procedures which are reasonably calculated to protect
Confidential Information, and will be responsible to the other Party for any disclosure or misuse of
Confidential Information which results from a failure to comply with this provision. Each Party will
promptly report to the other Party any actual or suspected violation of the terms of this Agreement and will
take all reasonable further steps requested by the offended Party to prevent, control, or remedy any such
violation.
13.5. The obligations of each Party specified above will not apply with respect to any Confidential Information,
if the receiving Party can demonstrate, by reasonable evidence, that such Confidential Information:
a) was generally known to the public at the time of disclosure or becomes generally known through no
wrongful act on the part of the receiving Party;
b) was already in the possession of the receiving Party at the time of disclosure;
c) becomes known to the receiving Party through disclosure by sources having the legal right to disclose
such Confidential Information;
d) was independently developed by the receiving Party without reference to, or reliance upon, the
Confidential Information; or
e) was required to be disclosed by the receiving Party to comply with applicable laws or governmental
regulations, provided that the receiving Party provides prompt written notice of such disclosure to the
offended Party and takes reasonable and lawful actions to avoid and/or minimize the extent of such
disclosure and, if possible, ensure that the confidentiality obligations of this Agreement are
maintained.
13.6. If Client is subject to freedom of information legislation CanAm agrees to adhere to the standards outlined
in such legislation regarding protection of privacy and disclosure of records with respect to all work done
for Client pursuant to this Agreement.
13.7. Upon termination of this Agreement, each Party will make all reasonable efforts to return to the other
Party all tangible manifestations, and all copies thereof, of Confidential Information received by the other
Party under this Agreement, if requested to do so by the disclosing Party. In addition, each Party shall
certify in writing that it has not retained any copies of any materials belonging to or furnished by the other
Party, and that any software provided by the other Party pursuant hereto has been deleted from that Party’s
computer and no copies have been retained in any form. The foregoing obligation shall not apply to
Confidential Information that: (i) a Party deems necessary to retain to comply with applicable laws and
regulations; and (ii) exists only as part of regularly generated electronic backup data, destruction of which
is not reasonably practicable.
14. LIMITATIONS OF LIABILITY AND INDEMNITY
14.1. CANAM’S MAXIMUM TOTAL LIABILITY FOR ANY ACTION, CLAIM, LOSS OR DAMAGE
ARISING OUT OF TELLER AND THE PERFORMANCE OF ANY SERVICES IN CONNECTION
WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, CLAIM, LOSS OR
DAMAGE, BE IT CONTRACT, TORT, STATUTE OR OTHERWISE, SHALL BE AN AWARD FOR
DIRECT PROVABLE DAMAGES THAT IN NO EVENT EXCEED THE AGGREGATE OF THE
AMOUNTS PAYABLE TO CANAM UNDER THE TERM OF THIS AGREEMENT IN THE SIX (6)
MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
14.2. CLIENT SPECIFICALLY ACKNOWLEDGES AND CONFIRMS THAT UNDER NO
CIRCUMSTANCES WHATSOEVER WILL CANAM BE LIABLE FOR ANY INCIDENTAL,
INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR
KIND, OR ANY LOSS RESULTING FROM BUSINESS DISRUPTION ARISING FROM THE USE OF
TELLER, OR FROM ANY SERVICES COVERED UNDER THE TERMS OF THIS AGREEMENT,
REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IN THE EVENT THAT
CANAM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.3. Subject to Section 14.1 and 14.2, CanAm will indemnify and hold harmless Client and its affiliates,
employees and agents from and against any and all liabilities, losses, damages, costs, and other expenses
(including attorneys’ and expert witnesses’ costs and fees) arising from or relating to any Third Party
claim caused by the intentional misconduct or gross negligence of CanAm or any of its employees, agents
or subcontractors in performing the Services.
14.4. Notwithstanding anything stated in this Agreement to the contrary, and to the extent that under the express
terms of this Agreement or any other agreement then in effect between the Parties, neither Party will be
liable under any provision under this Section if any patent, copyright, or trade secret infringement or any
other claim is based upon or caused by the following: (i) a use for which the Services were not designed or
specified; (ii) design specifications or any data, information, drawings, manuals, script, etc., provided from
one Party to the other, which has resulted in the infringement action; (iii) the combination, operation or
use of the Services with any other product or services, to the extent that such combination, operation, or
use results in the loss, damage, claim or expense in question; and/or (iv) use of a superseded release of
licensed software if the infringement would have been avoided by the use of a current release of the
licensed software. Should any claim of infringement be made based upon (i) through (iv) above, the
infringing party and its affiliates shall be indemnified and held harmless for all costs, expenses, loss,
damage or liability arising therefrom.
14.5. In the event of a Third Party claim for which Client is or may be entitled to indemnification hereunder,
CanAm will assume the defense at CanAm’s sole expense. CanAm will consult with Client regarding any
settlement of any Third Party Claim but shall not be required to receive Client’s consent to settle any such
claim. Notwithstanding the foregoing, Client is entitled to be represented in any such action, suit, or
proceeding at its own expense and by counsel of its choice.
15. TERMINATION AND DEFAULT CONDITIONS
15.1. CanAm may terminate this Agreement if: Client fails to make required payments within 90 days of due
date, Client materially fails to fulfill its obligations and responsibilities or breaches any material term of
this Agreement, Client becomes bankrupt or insolvent, or if a receiver is appointed to manage the property
and assets of Client. If any of the above conditions are encountered, CanAm will provide written notice to
Client and provide 30 calendar days for Client to remedy the default. If the default is not rectified within
30 calendar days, CanAm will have cause to terminate this Agreement.
15.2. Client may terminate this Agreement if: CanAm materially fails to fulfill its obligations and
responsibilities or breaches any material term of this Agreement, CanAm becomes bankrupt or insolvent,
or if a receiver is appointed to manage the property and assets of CanAm. If any of the above conditions
are encountered, Client will provide written notice to CanAm and provide 30 calendar days for CanAm to
remedy the default. If the default is not rectified within 30 calendar days, Client will have cause to
terminate this Agreement.
15.3. Termination of this Agreement will not affect the provisions of this Agreement relating to the payment of
amounts due under Section 5; Software as a Service License Fees, Section 14; Limitation of Liability and
Indemnity, Section 13; Confidentiality; or any other obligations of the parties which by their nature are
intended to survive termination of this Agreement.
16. RIGHTS AND OBLIGATIONS
16.1. If either CanAm or Client terminates this Agreement, CanAm will retain all fees for Services delivered to
Client up to the date of termination. CanAm will refund a pro-rated portion of the Annual Software as a
Service Fee to Client, based on the number of full or partial calendar months of service provided under the
Agreement since the last annual renewal date.
16.2. Any termination by either Party as provided in this Agreement will not in any way operate to deny any
right or remedy of the other Party, either at law or in equity, or to relieve a Party of any obligation to pay
the sums due under this Agreement, or of any other obligation accrued prior to the effective date of
termination.
16.3. Upon termination of this Agreement, Client agrees to cease any and all operational use of Teller and
further agrees to delete all Teller software from the Client Infrastructure. CanAm agrees to make
reasonable provision for an extract of Client’s operational data from Client’s Production Environment if
requested by Client.
16.4. Teller is subject to the export control laws of the United States and other countries. Client may not export
or re-export Teller software without the appropriate United States and foreign government licenses. Client
must comply with all applicable export control laws and will defend, indemnify and hold CanAm harmless
from any claims arising from Client’s violation of such export control laws.
17. DISPUTES
17.1. CanAm and Client will both separately and jointly use diligent efforts to establish positive and ongoing
communications both within and between their respective organizations. Key personnel within CanAm
and Client will communicate regularly in order to review the status and priorities for the provision of
services by CanAm and Client.
17.2. In the event of any dispute arising between CanAm and Client with respect to their rights and obligations
under this Agreement, the Party feeling itself aggrieved will notify the other Party of the substance in
writing of such grievance. Both parties agree to work in good faith and make all reasonable efforts to
resolve the dispute, including, if necessary, escalating the dispute to:
• First level: the Project Manager of CanAm and the Project Manager for Client; and
• Second level: the President/CEO of CanAm and the Chief Executive for Client.
17.3. In the event the grievance cannot be resolved to the mutual satisfaction of the parties within 30 calendar
days, the Party feeling itself aggrieved may request mediation, based on the then-current commercial
mediation rules of the American Arbitration Association. The award of the mediation body will be non-
binding upon CanAm and Client.
18. RELATIONSHIP OF THE PARTIES
18.1. Each of the Parties is an independent contractor. Nothing herein shall be construed to place the Parties in a
relationship of principal and agent, partners or joint venturers, and neither Party shall have the power to
obligate or bind the other Party in any manner whatsoever.
19. WAIVER
19.1. No failure or delay on the part of either Party to exercise any right or remedy hereunder will operate as a
waiver of such right or remedy.
20. ASSIGNMENT AND SUCCESSION
20.1. This Agreement, including all of its rights and obligations created hereunder, shall not be assigned or
transferred in any manner whatsoever (except upon transfer of majority ownership of a Party's business by
merger, or consolidation, in which case the Agreement may be assigned to the succeeding owner) unless
with the prior written consent of the opposite Party signed by an officer thereof, which consent will not be
unreasonably withheld. Subject to the foregoing, this Agreement shall be binding upon and shall inure to
the benefit of the Parties and their respective successors and assigns.
21. NON SOLICITATION
21.1. Client agrees that for the duration of this Agreement, and for a period of one (1) year from the date of
termination of this Agreement (or the date of termination of the final SOW if that date is later), it will not
on its own behalf or on behalf of any other person or entity: (a) initiate contact for the purposes of hiring
or contracting the service of, or (b) directly or indirectly solicit or induce for employment, or otherwise
offer to hire or contract the services of, any employee, contractor or agent of CanAm who is directly
related to the provision of services hereunder. Notwithstanding the foregoing, the provisions of this
Section 21.1 shall not apply to the hiring of: (i) any individual who is hired as a result of responding to a
general public “help wanted” type of solicitation by a Party; or (ii) any individual who, of his or her own
volition, approaches, contacts, or solicits a Party for employment or other working arrangements and who
such Party has not induced or solicited to make such approach, contact, or solicitation.
22. FORCE MAJEURE
22.1. Neither Party shall be under liability to each other by reason of non-performance or delay in performance
of any obligation hereunder caused by Force Majeure, to the extent that non-performance or delay is
attributable to such Force Majeure and only for the duration of the Force Majeure and the effect upon its
ability to perform its obligation hereunder.
23. SEVERENCE
23.1. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or
unenforceable, such provision can be severed from this Agreement and all other provisions will remain in
full force and effect.
24. INSURANCE
24.1. CanAm shall, at its own expense and without limiting liabilities under this Agreement, insure its
operations under a contract of General Liability Insurance in an amount of not less than $1,000,000
inclusive per occurrence, insuring against bodily injury, personal injury and property damage including
loss of use thereof, and such other insurance as CanAm deems necessary in its sole discretion, to provide
standard protections of its business.
24.2. CanAm shall provide Client with acceptable evidence of insurance upon request.
25. CURRENCY
25.1. Unless otherwise noted, all reference to payment amounts in this Agreement are in U.S. dollars.
26. GOVERNING LAW
26.1. This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of
Colorado. The parties irrevocably attorn to the jurisdiction of the courts of the State of Colorado.
27. COUNTERPARTS
27.1. This Agreement may be executed in two or more counterparts, by facsimile or otherwise, each of which is
an original, and all of which together constitute one and the same instrument, notwithstanding that all
parties are not signatories to the same counterpart.
28. ENTIRE AGREEMENT
28.1. This Agreement, and any applicable attachments, SOWs, schedules, exhibits or other documents
constitutes the entire agreement of the Parties with regard to the matters herein, and supersedes all other
prior written or oral agreements, representations and other communications between the Parties. All terms
of any order acknowledgement or other document provided by Client, including but not limited to any pre-
printed terms thereon and any terms that are inconsistent, add to, or conflict with this Agreement, shall be
null and void and of no legal force or effect. No modification of this Agreement is valid unless set out in
writing by the Parties.
Can/Am Technologies, Inc. <Client>
________________________________ _____________________________
Signature Signature
_________________________________ _____________________________
Name Name
_________________________________ _____________________________
Title Title
_________________________________ _____________________________
Date Date
Exhibit A
Licensed Teller Modules, Interfaces and Users*
Description Quantity
Annual Software as a Service Fees
License and all other fees are in US dollars and exclude any applicable taxes.
Time Period Fee
Year 1
Year 2
Year 3
Professional Services
All rates are in US dollars and exclude any applicable taxes.
Service Rate
Professional Services Hours $185/hr
After year one, Annual Fees and the Professional Services Hourly rate will be subject to an annual increase equal to
the increase in the Consumer Price Index during the preceding year. For planning purposes, the above pricing
estimates the CPI increase at 4% annually. For clarity, in no event shall the Annual Fee or the Professional Services
Hourly rate decrease. For purposes hereof "Consumer Price Index" shall mean the Consumer Price Index for All
Urban Consumers, U.S. City Average, published by the Bureau of Labor Statistics of the United States Department
of Labor, All Items (1982-84=100).
Additional licenses and/or users may be added throughout the Term of this Agreement. The price for each added
license and/or user will be pro-rated to the annual renewal date, itemized accordingly in an invoice, and henceforth
included in the annual invoice.
Exhibit B
Hosting Service Level Agreement
1. OWNERSHIP OF DATA
1.1. Regardless of the location of the hosting facility, Client will retain sole and complete, legal and beneficial
ownership of its data stored on the Hosting Services Site.
1.2. CanAm’s responsibilities and rights regarding Client data are solely restricted to the provision of services
described in this Hosting SLA. CanAm may not make any other uses of Client data for any reason
whatsoever, without the express written consent of Client, unless ordered to release such data by a court of
competent jurisdiction.
1.3. Client may request return of any or all of its data at any time, for any reason, and CanAm will provide
such data within a reasonable period of time, in native format.
2. OVERVIEW OF HOSTING SERVICES
2.1. CanAm is committed to providing secure, reliable and dedicated Hosting Services to Client. For maximum
protection and value to Client, CanAm will contract with Amazon AWS for provision of a hosting facility
in the United States. The following Service Level Agreements apply to the Amazon Services being
contracted:
- https://aws.amazon.com/s3/sla/
- https://aws.amazon.com/ec2/sla/
- https://aws.amazon.com/rds/sla/
- https://aws.amazon.com/cloudwatch/sla/
- https://aws.amazon.com/elasticloadbalancing/sla/
- https://aws.amazon.com/guardduty/sla/
- https://aws.amazon.com/inspector/sla/
- https://aws.amazon.com/directoryservice/sla/
- https://aws.amazon.com/lambda/sla/
- https://aws.amazon.com/vpn/site-to-site-vpn-sla/
2.2. CanAm reserves the right to change hosting providers to an alternate service providing comparable
functionality, and meeting the standards in this document.
2.3. All hosting services will be provisioned from data centers located within the United States.
2.4. In return for Annual Software as a Service Fee from Client, CanAm will provide the following services to
Client:
Service Description
Secure Hosting
Site
A secure hosting facility with 24/7 security control.
Internet Service
Providers
A facility with stable network connectivity across North America.
Internet services will be routed through multiple independent carriers to
eliminate single-carrier points of failure.
Data and Service
Redundancy
Redundant storage across multiple zones providing failover in the event
of a catastrophic failure at the primary hosting site.
Software Operating System, Database and Virus Protection software as required to
run the Teller environments.
CanAm will keep systems secure by keeping them up-to-date on security
patches and security audits, and all Third-Party critical updates will be
applied in a timely manner following Third-Party vendor notification.
Teller Software
Updates
CanAm will test and install into the Teller system at the Hosting
Services Site all updates to the Teller system and Teller Interfaces for
Client-specific emergency bug fixes, as well as all Teller point,
maintenance and patch Releases which are made available during the
term of this Agreement.
Performance
Monitoring
CanAm will monitor the performance of systems at the Hosting Services
Site, to maintain system stability and performance.
CanAm will provide patch management, event log management and
system tuning. CanAm will review system logs on a weekly or as-
needed basis.
Data Backups Securing Client data against loss is a key provision within the SLA. Full
backups will be performed on a regular basis.
3. AVAILABILITY COMMITMENT, ISSUE TRACKING, AND REMEDIES
3.1. While the Hosting Services Site availability will generally be expected to be 24 x 7 (except for scheduled
or critical outages), the commitment of CanAm is to provide Hosting Services site availability during
CanAm business hours (8:00 am – 6:00 pm Monday through Friday Mountain Time) for 99.9% uptime or
better in a calendar month. Credits may be claimed only against loss of Hosting Services during CanAm
business hours.
3.2. If CanAm during regular Client business hours fails to provide Hosting Services availability, as defined
below, in any given calendar month, CanAm will issue a credit towards future Hosting Service Fees in
accordance with the following schedule:
Hosting Services Site Availability Credit Percentage (of monthly fee)
99.9% to 100% 0%
98.0% to 99.8% 2.5%
97.0% to 97.9% 5%
95.0% to 96.9% 7.5%
90.0% to 95.0% 25%
Below 90.0% 100%
3.3. Can/Am will provide a monthly report identifying any downtime in the previous month. Downtime will be
calculated to the minute from the time it is first detected (by our monitoring or by Client report) until
service is restored, during the guaranteed availability time period defined in 3.1. Downtime percentage is
calculated as: Minutes of Downtime / (Daily Guaranteed Availability Minutes X Number of Business
Days in Month – Emergency Outage Minutes). Credits will be applied to the next billing cycle.
3.4. The total amount credited to Client for any given month under this Hosting SLA will not exceed the total
Annual Software as a Service fee paid by Client for such month for the affected service. Except in cases of
gross negligence, client specifically acknowledges and confirms that under no circumstances whatsoever
will CanAm be liable for any incidental, indirect, exemplary, special or consequential damages of any
nature or kind, or any loss resulting from business disruption arising from any services covered under the
terms of this agreement, regardless of the form of action, whether in contract, tort (including negligence),
strict product liability or otherwise, even in the event that CanAm has been advised of the possibility of
such damages.
3.5. Client will not receive any credits under this Agreement in connection with any failure or deficiency of
CanAm Hosting Services caused by:
• Scheduled Maintenance – Time allocated for scheduled monthly maintenance or critical updates of
servers and other CanAm equipment will not be considered “down time” as used in the calculation of
Hosting Services availability described in Section 3.2 of this Hosting SLA. Maintenance will be
scheduled for outside of Client Business hours specified in Section 3.1 of this Hosting SLA. The
schedule for regular monthly maintenance windows will be provided to the Client at least 4 weeks
prior. Except for emergencies, maintenance outages will be communicated via e-mail to the Client at
least 2 business days in advance of any such outage.
• Client Equipment – Client is solely responsible for maintaining all Client equipment not at the
Hosting Services Site and for ensuring that such equipment is in proper working order, has the
correct software installed, and has the ability to connect to the CanAm Hosting Services for the
exchange of data.
• Client ISP Provider – Client is solely responsible for maintaining all Client connections with local
Internet Service Providers (ISPs) and for resolving any problems that might arise with local ISP
connections.
• Internet Outages – CanAm is not responsible for Internet outages (including ISP peering) that may
make CanAm Hosting Services appear inaccessible when others can still access it.
• Client Acts or Omissions – including acts or omissions of others engaged or authorized by Client,
including, without limitation, any negligence, willful misconduct, or use of the Hosting Services in
breach of the terms and conditions of this Hosting SLA.
• Force Majeure