R2011-199 AUTHORIZING EXECUTION OF SYSTEMS AGREEMENT

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l COMPANY WEB SERVICES - INTERNET BASED PRODUCTS SUBSCRIPTION AGREEMENT TERMS AND CONDITIONS d. COMPANY agrees that all data provided to COMPANY for the purposes of generating the web site shall remain the property of SUBSCRIBER. Should SUBSCRIBER terminate the Internet Services in good standing and in accordance with the termination provisions of this Agreement, COMPANY agrees to return to SUBSCRIBER,all graphics,text documents,and data files held by COMPANY. 1 SUBSCRIBER MEMBERSHIP FEES. For establishing new COMPANY Web Services,the SUBSCRIBER shall pay to COMPANY the amounts as stated in the Investment Summary. ¢� INSITE FEES. COMPANY may increase the INSITE per-transaction fee for online payment no more than once per year with prior written notice. 7) NOT ASSIGNABLE. The rights of the SUBSCRIBER under this Agreement are not assignable without the prior written consent of COMPANY. Any attempt to sublicense,assign,encumber or transfer any of the rights,duties or obligations under this Agreement by the SUBSCRIBER is void. Subject to the foregoing,this Agreement shall be binding upon and shall inure to the benefit ofthe parties hereto and their respective permitted assigns and successors. 8) SOFTWARE MAINTENANCE. This SUBSCRIPTION AGREEMENT includes unlimited telephone support, support by communication modem,and all software upgrades,enhancements and new releases. COMPANY reserves the right to change the functionality of future releases of its software and SUBSCRIBER understands that COMPANY is not obligated to include specific functionality in future releases unless provided for herein. 91 PARTIAL INVALIMY. Should any provision or clause of this Agreement be held to be invalid,such invalidity shall not affect any other provision or clause hereof,which can be given effect without such invalid provision or clause. JO RESPONSIBILITY OF DATA. COMPANY will assume responsibility for all data transfer,but not responsible for data accuracy. III SITE REQUIREMENTS. a. SUBSCRIBER shall maintain a high speed intemet connection(1.5mbps download AND 512kbps upload) with a static 1P address and must be able to provide COMPANY with IP connection to SUBSCRIBER's network through Citrix GotoAssist,VPN,Citrix,or Microsoft Terminal Services. COMPANY shall use the connection to assist with problem diagnosis and resolution. COMPANY is not responsible for purchase of VPN client software license or configuration of SUBSCRIBER's firewall settings. No wireless Internet connections allowed. b. COMPANY shall provide SUBSCRIBER with remote support through the use of secure connection over the Internet connection via Citrix GotoAssist. If SUBSCRIBER will not allow access through GotoAssist, COMPANY cannot guarantee support standards will be met. 12) PROPRIETARY INFORMATION. a. Distribution of COMPANY Software. SUBSCRIBER may not sell, assign, transfer, disclose, or otherwise make available,either directly or indirectly,any object code,documentation or other material relating to the Software,in whole or in part,or any copy of the same in any form,to any other person or entity. In. Software as Trade Secret. SUBSCRIBER shall maintain the confidentiality of the Software and unless specifically authorized by COMPANY or except for ordinary and necessary backup purposes, SUBSCRIBER may not make or have made any copies of the Software or any part thereof. SUBSCRIBER shall include COMPANY s proprietary notice or other legend on any copies made by SUBSCRIBER as permitted hereunder. 13) WARRANTY,DISCLAIMER LIMITATION ON LIABILITY. COMPANY wan-ants that the Software will substantially conform to current specifications delivered by COMPANY to SUBSCRIBER pursuant to this Agreement,including COMPANY's response to the Request for Proposal for six(6)months following installation; provided,however,that COMPANY's warranty hereunder shall not cover or apply to any software or part thereof that is not developed or designed by COMPANY. In the event that the Software is found to be defective in such respect and SUBSCRIBER notifies COMPANY in writing within six(6)months after its receipt of the Software of any substantial non-conformity of the Software with such specifications, COMPANY's sole obligation under this warranty is to remedy such defect within a reasonable time. THE FOREGOING WARRANTY IS EXCLUSIVE AND IS MADE IN LIEU OF ALL OTHER WARRANTIES OR REPRESENTATIONS,WHETHER EXPRESS OR IMPLIED,IN FACT OR IN LAW,INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Company and Client agree to indemnify and hold harmless the other against any and all claims for damages to property or injuries incurred by the other proximately caused or proximately arising out of the negligent acts or omissions to act in connection with their respective performances of this Agreement.