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CM-2018-1926 - 10/26/2018 ' PageFreezer Social Media (Bundle of 5) for Round Rock Prepared For City of Round Rock Nick Olivier 221 East Main Street Round Rock TX 78664 United States Created By Amy Ross PageFreezer Software, Inc. (888) 916 3999 amy@pagefreezeuwm httl)7//WWW.i)aciefreezer.com Advantage!' COWWt S ra Company background PageFreezer is a leading provider of website and social media archiving solutions to a wide range of industries including finance, legal, telecom, retail, utilities, government and post-secondary education with offices in Seattle,Vancouver and The Netherlands. PageFreezer is a SaaS (Software-as-a-Service)application that enables organizations and corporations of all sizes to permanently preserve their website and social media content in evidentiary quality and then access those archives and replay them as if they were still live. Our respected and satisfied clients include several hundreds of US government agencies Including the National Archives& Records Administration (NARA). In addition, PageFreezer works with many Fortune 500 companies and large corporations like: McDonalds Corporation, R.J. Reynolds,Verizon Wireless, Black Rock, Prudential, Humana and many others. PageFreezer differentiates itself from other vendors as follows: 1. PageFreezer meets and exceeds the requirements for collecting website and social media data as outlined in State Open Records Acts and the Freedom of Information Act; 2. PageFreezer provides support for 14 social media networks including: Facebook, Facebook Workplace, Twitter, Unkedln, Google+, Instagram, Pinterest, Flickr,Tumblr,Vimeo,YouTube, Salesforce Chatter, Microsoft Yammer. More networks are being added on a regular basis; 3. PageFreezer is the only archiving provider capable of archiving NextDoor and Nixie; 4. PageFreezer also supports website and blog archiving on the same dashboard; 5. PageFreezer captures and displays changes and deletions for every post on your social media networks: posts, comments, likes, photos, videos etc.; 6. PageFreezer provides the best live-replay user-interface capabilities currently available and offers data exports in PDF and WARC including the metadata; 7. PageFreezer has integrated its social media archiving platform with a SHA-2(256-bit)digital signature and an RFC3161 Time Stamp Authority using synchronized certified atomic clocks to create archives that comply with the Federal Rules of Evidence (rule 901)and can be used as strong legal evidence. Our platform is used by some of the largest law firths in the US for online evidence collection and reproduction in court; 8. PageFreezer plays well with other government vendors. We integrated our platform with government content management providers Granicus, CivicPlus &ProudCity; 9. PageFreezer is the only provider to offer an integration with GovOA to support quick handling of open records requests; 10. And finally, PageFreezer is listed on the GSA Schedule with contract number 47QTCAl8DooD. PageFreezer prides itself on ensuring the best possible customer experience and some of our customer reviews can be found here: Testimonials: httos:/Av .r)agefreezer.com/testimonials/ Product reviews: httos,ttwww.a2crowd.com/oroducts/oanefreezer/reviews PageFreezer Order Form Aug 21, 2018 Quote: [deal.deal_id] Sales person: Amy Ross Email: amy@pagefreezer.com PageFreezer Public Records $99.00 12 $1,188.00 Compliance for Social Media Social Media Archiving for up to 5 social media accounts. Add-on accounts may be obtained at $15/month each. Unlimited Records. Unlimited Storage. Includes continuous account monitoring and archiving at the AN(Application Programming Interface)level and replay of archives on PageFreezer.com.Open Record compliant. 1 administrative accounts are included with the PaggeFreezer account.API access/capture to/prom Facebook,Twitter, Linkedln, Instagram,YouTube,Google.,Pinterest. Set-up and configuration $250.00 1 $250.00 Set up and configure the website and social media accounts for archiving;set up user account access including user names and passwords;initial troubleshooting and quality assurance; administrative setup for capture engine; test captures;capture optimization; OA cycle-internal;OA cycle-with client; Helpdesk Standard $0.00 1 $0.00 Weekdays, gam-5pm PST,excl.holidays, email,phone,web support,online ticket system,knowledge base, user documentation. Set-up: $ 250.00 Recurring: $1188.00/year Terms &Conditions This is a quotation on the goods named, subject to the following conditions. it All prices in USD and excluding sales tax it)PageFreezer Subscription Agreement iii)Payment per year up-front-3 year fixed term price PageFreezer Order Form Aug 21, 2018 Quote: [deal.deal_id) Sales person: Amy Ross Email: amy@pagefreezer.com PageFreezer Public Records $99.00 12 $1,188.00 Compliance for Social Media Set-up and configuration $250.00 1 $250.00 Helpdesk Standard $0.00 1 $0.00 Set-up: $ 250.00 Recurring: $1188.00/year Terms & Conditions This is a quotation on the goods named,subject to the following condillone. it All prices in USO and excluding sales tax 10 PageFrsaeer Subscription Agreement ili)Payment per year up-front-3 year fixed term price No Text iv)Recurring annually until cancellation v)Cloud data storage in our SSAE16(SOC 1 &SOC 2)compliant datacenter in Seattle,WA. Contract t47QTCM8DooDD Product Overview Automated Social Media Archiving PageFreezer provides automated archiving on an on-going basis of the following social media networks: Facebook, Facebook Workplace,Twitter, Linkedln, Google+, Instagram, Pinterest, Flickr,Tumblr,Vimeo, YouTube, Chatter,Yammer, Nixie and Nextdoor. rube N`an^v IJ 0000 PageFreezer archives the data using the API's provided by these social media networks.All data and metadata that is available via the API is collected including text, photos, links, metadata, and public comments. The first time when PageFreezer archives your social media messages,the complete available history is collected.After the history is archived, PageFreezer will continue archiving all new content as it is generated in real-time (if the social media network offers a real-time option in their API)or on a scheduled basis based on query limitations of the API. For Facebook,Twitter, Instagram and YouTube, data (posts, comments, reply, changes) are collected In real-time. User-friendly Dashboard PageFreezer offers an easy-to-use and well-design web dashboard.The dashboard allows users to full-text search all archived data, view metrics, browse archives in the same look-and-feel as the original social media network, provide powerful export capabilities in different file formats and offers complete support for the open records request workflow. .. Ox. en. ® .wa•.m senor Yawa.r mu.nv+amwmm.ur.µ.:n _ ♦ N�rn IYPo faW Hera lutfpM xenGlM Nuan n aaKrr«vr :..wn r as rap mn)m>M arq pp,p�aPM No. puF.< O y QO Val<Mll Ue b NrepssV,taGV e6[epaW,bp>M vp.Pequne0 O yi Imn In Im vN AnR'^ar:e 4dy ' nmm r,SOU ae IeNN,iU11 Figure: PageFreezer Dashboard P4 Pagel'reezer n--- q M see PageFreezer '. .wbm.r<.�b.Rnmxrou.wmsvtla Mvtiafvnun.. �> t151 06M YSN PageFreezer tY cr.=u r^-^^ ��.�Ymrr. •u WaX mu..wninnaimw+r �w`" mD mr vrwavuu EwE.9yvW5Dyw nanauD.rmdoma��++,a.Dpao WWxMO a9aNM Aa Webiv6.5aVIMe011u[IiM j�Py.irvv vrvpr'iw,mOrvw snip. .,.• nElnam OWlbrin /l p qulvan JawDWW-CEO.RW.meYIWaWiMMi. wtEgq. wv.,9uW 9:nrW/wwxygam,oeom . > »ix orca..o.w.merwMrm,rallom.se.,,no. ,,..r vEK,L4b]IV E1 Mm++1M Vep ID Figure: Social media archives are presented in their original lookand-feel Next to each social media message, the interface displays the metadata for that message and the history of changes. (v1 n ee w*O PageFreezer ..re.n..Mam...rarwaYw a me[aEau Btl5 ...NII apex w PageFB .,0 �:�-�� + .xn..exry awRn.ov.YroBw• .enio ,� 4%ylNIfWVW s /= dI�YLHenatwe ` •K9.BmwYp9xWBIBVB Figure: Metadata and history is displayed next to each message PageFreezer displays all message types, images, comments and comments-on-comments in the same way as they appear on the original social media network. rn q 2* PageFreezer 91 A �� reubew }a A nW.,p,ma.»aNr e » - a vweleye r.N�remn +.w rueo=mwlaom ® ew eew..Rwarowawaamm xseaws �' ' s.wxn.n.vu mwwwpnae p �u.m,e.,xaeN mmm uarwmno r«a.,..,.. ilii une x.r..w m+,. nw.swwnx�enaue�nn VIeIY LbaapfMEe1TMN0uONIWRtl R4 N• mMfM�IbwbTe,myroWMpgm M. wNuyMmnp xswawe +oa,a»•a �Mbwpbary eWN wVaMM.tlYa Nom• p hwalele� MwrIOM .. •YAMI RiWIII[ rvWn s..vu Figure: View comments and comments-on-comment User, group and role management To manage the archives within the organization, PageFreezer offers an advanced user management system. The system allows you to define: • Users • User Groups • Roles • Access Rights per archive This system allows you to configure which user group can see or manage a particular archive, which is very useful for organizations with a large user base and/or different departments. General Advanced Access Group Amass Dev . admin Intern public . 0Remove Select Group' Select Role . 0Remove Dev Super User Hr Admin Designer Public Intern Legalcase Figure: Role based access rights for each archive Track changes and deletions Besides archiving new content, PageFreezer tracks changes and deleted messages. Deleted messages are clearly indicated in the user interface. Pe P%ta ? I^CAn.e Iv k 9ni1F3 9 tee•) 1Vll6' t n ger^Y�mOY kl lh,Tiegrry 4-- Obit, �PPPIIyPys:. r.nraPm iaavul>,za na u9v ..�.+w as.fl ewlsnumll iaew Is Gen th"Sh 106 )hetSMfJI rRF r4.M tCT. . ..atnkwebsiro Figure: Deleted content is highlighted In red with deletion date S time As social media messages can be changed and have multiple versions over time, PageFreezer has a user- friendly way to access the different versions. Every message or comment that has multiple versions are indicated with a blue icon showing the number of versions. In the example below, the post has multiple versions with changes. aeuuor+rw•.aro.�u.w....a.w..irawa.+e w xrrwwnavrvP,. a,YW .aaeraA=u.rrvn.....,rr Bora or�.<an•c� .pury�.,'.i1 Adftk q..vm..�a 7.m..wa.r.r..e,..n... .a�o,cxu..mm.r.wx.,w�rrownn+ ,.°.• n -,.D^.u... e , mmn`ate.,vr >r.y xxm aver oyee...re eoe,orr..wrn.rr..* Figure: Versions can be expanded and text changes are highlighted When the user clicks on the blue version icon,the complete version history is expanded and each version can be viewed.Text changes are highlighted in red (removed)and green(added), so it is imminent which text changed when. Advanced Search PageFreezer comes with an integrated powerful full-text search engine which allows you to quickly find archived pages. This greatly expedites e-discovery or web-analytics processes, ultimately saving time and money.You can narrow your search by: • Keywords • Phrases • Boolean operators • Social media networks • Social media accounts • Date range What's the point of archiving thousands of websites if you can't relocate specific pages when they're needed? With our robust Search functionality, you can feel confident about finding that one particular archive—no more digging or guessing. The dashboard provides a simple Google-like search box that searches across all social media archives. All• ® aavanaa:far<A '>zwrammuniW.wcyworm wa�.<a Figure: Google-like search box to search in all social media and web archives After typing in the search query, the result page displays all social media messages. From here the search results can be further optimized by using the filter options on the left side of the screen. The results can be sorted by date or relevance. Searches can be filtered by social media network, by social media account, by date range and even whether a post was changed, deleted or Flagged. All mmplutt ® A"AA. %Jr[Ir ssynrJ .Ipryvey+egrnrmqun Ne.Ikl- QMIKN. Sa[W MCGu welYui SortEy- lxeella]Y Oruehaol,• vnoJgg ggeJnuna..e_.,..,., ComTMIW e5e(y4MrJfYMYM,IW uegYMrXJ(XIK(MnrmolgomglM[eanNYXYipmhiibrLi� OYSEPNeNttAXUM1�4Milopf WJe Binge• YJrtN JmHKvI IttpYOb. A YIJI,WVW}v�Mm x.YG pneYa �syvyyYu n.aw.mn um wgerneJMlw osYlee.'n,I.v.acJpJn.JJ.J.w....vw.r++rae,..e.www.AM.rwanrorJetlJ.uJUJmr.r .w vyKnaMa3) OMEIPmenUalltl ¢¢ypyp }y Figure: Search result page with keyword highlights and filters Data Export Your archived social media can be exported promptly upon your request from the web interface. We offer export in PDF and WWF _C(an ISO standard file format for preservation of web records) Both single social media accounts, selections of messages in social media accounts, open records cases or the complete archive can be exported.The PDF export includes the messages, the complete conversation thread including metadata. PDF Export Step-2 Max posts count: ioo 19 of 471 Date Range (optional) Frcnnn n 110Views: Options: O Timeline O Expand comments & Replies O About O Expand Likes G Albums G Post Versions O Videos Deleted Posts Cancel Figure: export social media records in PDF from the dashboard Open Records Request Management PageFreezer not only archives your social media data, but also streamlines the management of open records request. In PageFreezer, users can create"cases"in which they can collect soical media records. While browsing or searching, each social media message can be added to one or more cases.When all records are selected,the case can be printed or exported to PDF. The PDF includes the social media messages including metadata and/or the conversation thread. a ® c,LA cnµlan,xxw=f"xws s.em„umnrceloarooPo Deet�6exwe,u 4 innv4u9P � I .l.nima.na,arv.vp9ry -dmun.OXxA.r4E mbn,e „e• NPo •fa"m, x Bmnr �u< mpmib+W - CsseE op "^� f.Y✓ID,a ' '•v-.ei.. ..nv.r amt M1nIIP M 1441vna^q 1 PortiC GIeE ,y SOtlfil-Nelle Fub N 1016 nnaNvwwum TM' .wa>Mew anrveaMe.,wm.tiv.iPomu. ca,e[ ”+w.p,.aey.p. 6"�"� opwfyulm foul .•.•v..e r..v. ,b,Me,xmrv,lNartu GovC?1 mtegrapan.(h GO QA(Web% Figure: Cases containing selected social media records In addition to downloading the PDF file, PageFreezer now has a deep integration with GovQA's records management workflow application. After a case is created in PageFreezer, the user can attach the case to a GovQA open records request. The PDF with all data and metadata is now automatically added to the GovQA system to further process the workflow. Keyword Alerts To monitor that the activity on your social media accounts complies with your social media policy, PageFreezer offers the ability to create keyword alerts. Users can configure which social media accounts to track, which keywords will trigger an alert and who to send it to.As soon as one of the keywords is used in a post or comment, an email alert is send to the recipients. PageFreezer Alert Report .eu. . PageFreezer r PageFreezer Alert Report n�eweo�r,eq,.,�.mrr Paw— +w� fEwYM 'ww�MYMenaw.rSw�tlPetlBMlauC[w YW anWaaa.xdY n6a Ma twlM1enpear,qp YUMNk...._Y IpplFlly. •u+tlwuk bMpwar.,+„mo.o+cov.�•aWytn eMiwqurv[e,4dWryYativY aNh � pFrtancswv. PegeP[erea[MNwa Serial Media to Holt,ComWiee wilh Compli.u ,❑tigation-Techvi xom Figure : Email alerts are sent out when certain keywords are used on your social media accounts Public Portal (Optional) Recent research by the University of London estimates the costs of FOIA requests to be $685.00 per request to US government agencies. PageFreezer can help providing better transparency while also cutting the costs of public records request by making your social media archives available on a public self-service web portal. The bespoke Public Portal makes it really easy for government agencies to share their social media archives with the public 24x7 through full-text search and browsing. The public portal can be configured with a custom domain like hftos:/twebarchive.youraaency.gov The Public Portal includes the following features: • Customizable Portal page: change background images, color,text, logo, style and fonts • Share all or a selection of your website and social media archives • Filter and browse the archives • Full text search archives • Download archived pages in PDF • Visually compare different versions of archived pages One of the first customers to go live with the PageFreezer Public Portal was the city of Sacramento. The portal can be viewed on: httos://webarchive.citvofsacramento.org[ SACPAMENrO arvasen.m.nroww nwr+w �'.r-h ar smrwno wee 4,m,.mvn.m.nrn..er.v wee:m.ew w wsws m.rp.e er ms cN u mvymw awr:nmgwrenq:o:neummu.Me,e`+w^n,rwu+W:w wwv+,v4emne W.nO M+wwm i..nw.Ann.Wr.nw oen:ueareneTe4nprydw�rw.woy. Bm/rXNWWi n.eueiwr.[iryam.ms.nrkper a.�.an. nwr:wey.e-xe..n nn�.e:«aa�:-.eaP,•� nc..:..k.s...^,.:e x.mn Figure: Example of a Public Portal to share social media archives with the public Digital Signatures & Timestamps While it's nice to know your organization is in line with the Open Records legislation, bear in mind that the risk of litigation against your agency is a pressing issue that must be addressed. Many agencies mistakenly believe that being in compliance with records retention laws automatically means their records won't be challenged in court. The Federal Rules of Evidence(rule 901)require proof that the electronic evidence has not been altered, misrepresented, or tampered with. Courts are increasingly critical of the validity of digital evidence. For digital records to be accepted In court,you must be able to prove their authenticity and integrity. Data authenticity verifies that the presented web content was indeed from your website and was online at a specified date. Data integrity verifies that the presented web content is an exact representation of the original and has not been changed over time. If you can't prove the verifiability of your digital evidence, it will likely be thrown out as in the pivotal rase of Vinhee vs.American Express, in which Vinhee (who was filing bankruptcy while owing over$40,000 to AMEX)won his case without legal representation and without even attending the trial. AMEX lost because the company rested its case on its own internal computer records,which could not be proven authentic to the satisfaction of the court. This was a trend-setting verdict for the emerging issue of electronic evidence in court. Subsequent cases have upheld the same standards and continue to place the burden of proof on the submitter of the digital files. According to Judge Christopher Klein (in his comments on the Vinhee case), the key issue is that"the record is what it purports to be."PageFreezer meets the standards for digital evidence and facilitates the legal hold process by: • Stamping each archived page with an RFC 3136 compliant Time Stamp Authority securely synchronized with the certified atomic clocks of a Stratum-1 Time Server. This non-refutable time that cannot be altered without detection provides evidence of the time of rapture. • Stamping each archived page with a 256-bit strong digital signature, ensuring data integrity and authenticity. This proves the pages have not been altered over time. • Recording the Chain of Custody for each archived page by keeping logs of every transaction on our servers, from the first request we send to your web server to capture a page, till the moment it is securely stored on our fault-tolerant data cloud. • Providing prompt export of the archived files, in PDF or native format (HTML, CSS, etc), including the digital timestampalsignatures in legal hold cases PageFreezer is built on a Public Key Infrastructure which complies with requirements outlined in the "Electronic Signatures in Global National Commerce Act"and the"Uniform Electronic Transactions Act." You can rest assured that your web archives will stand up as admissible evidence in court. Analytics Reporting The PageFreezer Dashboard provides metrics for each social media account that is being archived. For each social media account, a detailed breakdown of the social interaction per account is displayed in a graph. s es; ,e. ® ae.axwwrte e •.ww cro. mw w« v..own x...cmn Feu ' O xawnu .N. ., -+eww;...uwu mrm wv,u vax. vei eawre o r v� .. .x .� .u,.a�• � r,... x.�.eo.e m neraxo�x i♦ ®\ liiiilliiif� o Figure: Each account has a graph with metrics about social conversation Custom views can be created for each social media account using a combination of keywords, date range and filters.The result can be exported in PDF or spreadsheet format. SwWmMN � e � :.... y OMweaeoul OMOum exnWaeH>Y BNPtwevNwO(emmn(Olroaa el4W OGIeNNra ♦ • 9 Wq♦FRuer Onr soaA<?rutes'nru.ena T^ Avwr Hmrtme pm...�p n•w,• mr ura e'wr amw a. Vlppy nmm.��. MwmAw nrw,. tnm am nD rtACRne OY aaY . 11 ■ 1 . ! on 111 ■11,■ 1111 ■ 11111 ■ ■ � ■a Figure: Custom reports based on keywords, date range and filters Long Term Preservation Comprehensive archiving of your websites is of vital importance in case of investigation or litigation. We understand that you are trusting PageFreezer to handle your archives responsibly. That's why we store your archives on a fault-tolerant data cloud at our SOC 1 and SOC 2 compliant datacenter in Seattle with multiple secure data nodes. During your subscription,we will not change or destroy any of your archived content except in connection with migrating the data to another storage device. Even in that case, we take precautions to ensure that a copy of the data is placed on the storage device to which the archive is being migrated. Your archives are safe with us. Legal Hold Should you need to produce any of your social media records as legal evidence, PageFreezer supports Legal Holds. Each post, comment or reply can be flagged after which the archived record automatically is placed .on hold).A legal hold request is given priority"Major" in our SLA. To support your team with legal holds, users can flag social media records that are important and add them to a case. Cases can be exported in PDF including metadata and the conversation thread with the same look and feel as the original social media network for use by your counsel. PageFreezer can provide (notarized)affidavits if needed to further strengthen your case. Data collected by PageFreezer have been successfully used by some of the largest US law firms and Fortune-500 companies in high-stake cases. dI i of';) fri pound ROC% Deployment & Support Deploying PageFreezer is a straight forward process and consists of the following steps: 1. Introduction: in the first kick-off meeting, you will be introduced to your dedicated Customer Success Manager(Ira Dixon)who will act as your point of contact and to your dedicated technical support engineer(Richard Park).They will guide you through the set-up process and provide on-going support to you. 2. Setup: provide use with the list of social media networks to be captured and the email addresses of the managersladministrators. The manager will receive an email to connect their social media network with PageFreezer with a single click and the rest goes automatically. If you don't have the email addresses for all managers, you can connect them yourself. 3. Demonstration/orientation:the PageFreezer Support team is available to provide demonstration to any decision makers or managers that would like to be updated with the project. 4. Training: PageFreezer will provide online training for all administrators and users covering the latest features. In addition, new team members can attend weekly free group training sessions each Thursday at 10am PST. 5. Set-up of Public Access Portal:the PageFreezer Support team can guide you in the deployment of the Public Access portal to open up archives to the public. 6. Customer Support: after the initial set-up, support will be given through our helpdesk process. PageFreezer offers support via phone and email between Barn and Sam PST and a webportal with documentation, FAQ's and instruction videos. Our support team currently has a response time of 6 hours. This review and improvement cycle would take 2 weeks. Additional time can be made to accommodate training schedules of your agency. PageFreezer has a dedicated and skilled software development team of 15 engineers who are constantly improving and expanding the capabilities of the product. Software updates are coming out every 2-3 weeks that contain bug fixes, new features and other improvements. PageFreezer is maintaining support for existing social media networks and adding new networks on a regular basis. We really enjoy speaking with our customers about their use-cases and how to improve the product. Many of the ideas like the Public Portal or the integration with GovQA are the results of customer requests. We're looking forward to not only work with your as a customer but also hear your ideas how we can make your life easier. �i H :J, un Ila ,r ls; for 'ourJ S7.ck PageFinazer Subscription Agreement THIS SUBSCRIPTION AGREEMENT("AGREEMENT")GOVERNS YOUR PURCHASE AND ONGOING USE OF PAGEFREEZER SERVICES. BY ACCEPTING THIS AGREEMENT AND BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT.IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY,YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS,IN WHICH CASE THE TERMS"YOU"OR-YOUR'SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.IF YOU DO NOT HAVE SUCH AUTHORITY,OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS,YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. This Agreement was last updated on June 5th,2018. It is affective between You and Us as of the date of(ou are accepting this Agreement. 1 DEFINITIONS 'Affiliate"means any entity which directly or indirectly controls,is controlled by,or is under common control with the subject entity.'Control,"for purposes of this definition, means direct or indirect ownership or control of more than 50%of the voting interests of the subject entity. "Malicious Code"means Internet or computer viruses,trojan horses,worms,salamis,back doors,logic bombs,time bombs, cancelbots,malwares,trapdoors,or any other harmful or malicious software codes,computer instructions,programming routines,or computer routines that may damage,vandalize,subvert,disrupt,disable,detrimentally interfere with,surreptitiously intercept,shut down or expropriate computer systems including its security data,user data or personal information. "PageFreezer Services-means the web site and social media amhiving services described in the User Guide. "Order Form"means the ordering documents for purchases hereunder,including addenda thereto,that are entered into between You and Us from time to time.Order Forms shall be deemed incorporated herein by reference. "Purchased Services"means Services that You or Your Affiliates purchase under an Order Form. 'Services"means the online,Web-based archival platform and customer support provided by Us for Your web sites and social media accounts via hilp1twww.Pagef'reezer.com and/or other designated websites,the features and technical limitations of which are described in the User Guide. "User Guide"means the online user guide for the Services,accessible viahmp1/su000rtPageFreezer cora as updated from time to time.You acknowledge that You have had the opportunity to review the User Guide,The User Guide shall not alter, modify or amend this Agreement in any way. In the case of a conflict between the language of this Agreement and the language of the User Guide,the language found In this Agreement shall prevail. "Web Sites'means world wide web sites which are registered to You or Your affiliates and which have been registered by You to use the Services and,for whom subscriptions to a Service have been purchased. "Social Media"means social media network accounts, pages or profiles which are registered to You or Your affiliates and which have been registered by You to use the Services and,for whom subscriptions to a Service have been purchased I 'n..,li-I it, ,ISj r il rin[1Rod< "Sitemap"means a sitemap.xml listing all links and modification dates in your website,which is published on your website and maintained by You according to the specifications outlined on httos'.//www.siamaps.orq/index.htmI "We,' Us"or"Our"means PageFreezer Software, Inc.,a Canadian corporation,the company described in Article 11 (Who You Are Contracting With, Notices,Governing Law and Jurisdiction). 'You"or"Your'means the company or other legal entity for which you are accepting this Agreement,and Affiliates of that company or entity. "Your Data"means all electronic data or information archived for You by the Purchased Services. 2 PURCHASED SERVICES 2.1 Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms during a subscription term.You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features. 2.2 Subscriptions. Unless otherwise specified in the applicable Order Form,(p Services are purchased as subscriptions,additional subscriptions may be added during the subscription term at the same pricing as that for the pre-existing subscriptions,prorated for the remainder of the subscription term in effect at the time the additional subscriptions are added,and(ii)the added subscriptions shall terminate on the same date as the pre-existing subscriptions.Subscriptions may be reassigned to a new Web Site or social media accounts replacing a former Web Site which no longer requires ongoing use of the Services. 3 USE OF THE SERVICES 3.1 Our Responsibilities. We shall make the Purchased Services available on a daily basis for each Web Site,except for.planned downtime(of which We shall give at least 8 hour's notice via the Purchased Services.We will provide the Purchased Services only in accordance with applicable laws and government regulations. 3.2 PageFreezer Services. If the Order Form indicates You have purchased the PageFreezer Services,We shall archive and time stamp the Web Site or Web Sites,or portions thereof,Indicated in the Order Farm at the frequency specified on the Order Form.As more fully described in the User Guide,the PageFreezer Services store and back-up the archived date at Our datacenter.During the period of Your subscription We will not override,change or destroy any archived copy except in connection with migrating the archive to another storage device and,then,only after a copy has been placed on the storage device to which the archive is being migrated. 3.3 Litigation Hold. Junod idre iia IF,indle of S) for Round Rock, If you wish to place a litigation hold on some or all of Your data archived by Us,You shall send an email to support@pagefreezer.com identifying the pages and dates You would like Us to hold or give Us notice using the web form made available to You for that purpose on Our website.Within one(1)business day after receipt of Your request,We will confirm to You that we have received Your request by sending an email to the address We have on file for You.Within two(2)business days after Our receipt of Your request,We will flag those pages and dates so that they are identified as not to be deleted and confirm to You by email that this has been done.Within three(3)business days after the receipt of Your request,We will export the pages and dates identified by You from the archives stored on Our servers(the cost of this Service is price per gigabyte of the data exported).We will export the data in a printable format and/or its native format including the digital signatures and timestamps.We may change the process for implementing a litigation hold by updating the User Guide.Please consult the User Guide for any changes to these procedures. 3.4 Your Responsibilities. You shall(i)be responsible for making each Web Site or Social Media available for archiving by Us,(it)be solely responsible for the accuracy,quality, integrity and legality of Your Data and of the means by which You acquired Your Data,use commercially reasonable efforts to prevent unauthorized access to or use of the Services,and notify Us promptly of any such unauthorized access or use,(iii)ensure that all Your Web Site pages or Social Media accessed by our Services are accessible from Internet without restrictions and that Our software and Services are granted access to all of Your Web Sites or Social Media,(vi)ensure that your Sitemap is updated at least once per day containing an accurate list of all web pages URLs in your Web Site, (v) specify Your Web Sites or Social Media to be within the scope of Our Services,ensure that Your Web Sites or Social Media and each individual page within the scope of Our Services are accessible to Our software and Services and resolve any network problems,server overload or availability problems,or any other technical issues that may affect the accessibility and availability of Your Web Sites or Social Media,(vi)amange for any export of data from the archives stored on Our server that You wish to obtain,(vii)use the Services only in accordance with the User Guide and applicable laws and government regulations, (viii) request an export of Your data from Our servers after the termination of this Agreement within the time period specified In Section 10.5(Return of Your Data)(there is a fee for the data export which will cover the courier costs for the disks to be shipped to You),and(ix)be responsible for verifying and ensuring that under applicable law the data generated by Our Services are admissible in coon proceedings or any other legal proceedings that You may wish to utilize the data.You shall not store anything on Your Web Sites or Social Media that You register for Services that We cannot lawfully copy. 3.5 Usage Limitations. Services may be subject to other limitations,such as,for example,limits on disk storage space and on the number of calls You are permitted to make against Our application programming interface.Any such limitations are specified in this Agreement and in the User Guide.The Services provide real-time information to enable You to monitor Your compliance with such limitations. 4 FEES AND PAYMENT FOR PURCHASED SERVICES 4.1 Fees. You shall pay all fees specified in all Order Forms hereunder.Except as otherwise specified herein or in an Order Farm, (i)fees are quoted and payable in United States dollars(it)fees are based on Services purchased and not actual usage,(iii)payment obligations are non-cancelable and fees paid are non-refundable,and(iv)the number of Web Sites or Social Media subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form.Subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof,therefore,fees for subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription tern. 4.2 Invoicing and Payment. 1 ila ;c ", r iicnd RO,k We will invoice You in advance and otherwise in accordance with the relevant Order Form.Unless otherwise stated in the Order Form,Invoiced charges are due net 30 days from the invoice.You are responsible for maintaining complete and accurate billing and contact information in the Services. 4.3 Overdue Charges. If any charges are not received from You by the due date,and after We have provided You with a written notice of such payment default and allowed You ten(10)business days to cure such default,then at Our discretion, (a)such charges may accrue late interest at the rate of 1.5%of the outstanding balance per month,or the maximum rale permitted by law,whichever is lower,from the date such payment was due until the date paid,and/or(b)We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 4.2(Invoicing and Payment). 4.4 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue,and after We have provided you with a written notice of such payment default and allowed you ten(10)business days to cure such default,We may,without limiting Our other rights and remedies,accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable,and suspend Our services to You until such amounts are paid in full. 4.5 Payment Disputes We shall not exercise Our rights under Section 4.3(Overdue Charges)or 4.4(Suspension of Service and Acceleration)if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute. 4.6 Taxes. Unless otherwise stated,Our fees do not include any taxes,levies,duties or similar governmental assessments of any nature, including but not limited to value-added,sales,use or withholding taxes,assessable by any local,state, provincial,federal or foreign jurisdiction(collectively,"Taxes").You are responsible for paying all Taxes associated with Your purchases hereunder.If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph,the appropriate amount shall be invoiced to and paid by You,unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity,We are solely responsible for taxes assessable against it based on Our income, property and employees. 5 PROPRIETARY RIGHTS 5.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder,We reserve all rights,tide and interest in and to the Services,including all related intellectual property rights.No rights are granted to You hereunder other than as expressly set forth herein. 5.2 Restrictions. You shall not(i)permit any third party to access the Services except as permitted herein or in an Order Form,create derivate works based on the Services,(ii)copy,frame or mirror any part or content of the Services,other than copying or framing on Your own intranets or otherwise for Your own internal business purposes,(iii)reverse engineer the Services,or(iv)access the Services in order to(a)build a competitive product or service,or(b)copy any features,functions or graphics of the Services. is! r 5) or R Ind Roci, i 5.3 Ownership of Your Data. As between Us and You,You exclusively own all rights,title and interest in and to all of Your Data. 5.4 Suggestions. We shall have a royalty-free,worldwide,transferable,sublicenseable,iravocable, perpetual license to use or incorporate into the Services any suggestions,enhancement requests, recommendations or other feedback provided by You,relating to the operation of the Services. 6 CONFIDENTIALITY 6.1 Definition of Confidential Information. As used herein,"Confidential Information'means all confidential information disclosed by a party('Disclosing Party")to the other party('Receiving Party'),whether orally or In writing,that Is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.Your Confidential Information shall include Your Data and Your Intellectual Property;Our Confidential Information shall include the Services;and Confidential Information of each party shall Include the terms and conditions of this Agreement and all Order Forms,as well as business and marketing plans,technology and technical information,product plans and designs,and business processes disclosed by such party.However,Confidential Information(other than Your Data)of either party shall not include any information that(i)is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party,(il)was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party,is received from a third party without breach of any obligation owed to the Disclosing Party,or IN)was independently developed by the Receiving Party. 6.2 Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party,(i)the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential Information of like kind(but in no event less than reasonable care)not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement,and(ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees,contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. 6.3 Protection of Your Data. Without limiting the above,We shall maintain no less than industry standard administrative,physical,and technical safeguards for protection of the secunty,confidentiality and integrity of Your Data.We shall not(a)modify Your Data,(b)disclose Your Data except as compelled by law in accordance with Section 6.4(Compelled Disclosure)or as expressly permitted in writing by You, or(c)access Your Data except to provide the Services or prevent or address service or technical problems,or at Your request in connection with customer support matters. 6.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it Is compelled by law to do so,provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure(to the extent legally permitted)and reasonable assistance,at the Disclosing Party's cost,If the Disclosing Party wishes to contest the disclosure. If the Recelving Party is compelled by law to disclose the Disclosing Parry's Confidential Information as part of a civil proceeding to which the 'snci�a Nled"ia (Bur: ile of 51 fol RuurtU Rntlk Disclosing Party is a party,and the Disclosing Party is not contesting the disclosure,the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. 7 WARRANTIES AND DISCLAIMERS 7.1 Our Warranties. We represent,warrant and covenant that the Services(and any parts and materials thereof)will(I)be delivered by competent personnel in a professional and workmanlike manner,according to prevailing industry standards;(ii)be of good material and workmanship;(iii)be fit and sufficient for the purpose(s)for which they were purchased;(iv)be performed in compliance with the requirements of all applicable laws and regulations;(v)not and do not infringe or misappropriate any United States or foreign patent,trademark,trade secret,copyright or any other proprietary,intellectual property,industrial property,or contract right held by any third party;(vi)will comply with all applicable foreign,federal,state or local statutes,laws and regulations governing advertising,data collection,privacy,security and other business practices;(vii)will not otherwise expose either party to criminal or civil liability,and(viii)materially conform with the specifications(if any)set forth in the description of the Services and be consistent with any samples of Services provided. We represent,warrant,and covenant to You that:(i)Our performance under this Agreement shall at all times conform to prevailing professional and ethical standards;(it)due care and commercially reasonable efforts shall be utilized by Us in the performance of this Agreement;and(iii)We are under no obligation or restriction that would conflict with Our providing the Services. For any breach of either such warranty,Your exclusive remedy shall be as provided in Section 10.3(Termination for Cause)and Section 10.4(Refund or Payment upon Termination)below. 7.2 Your Warranties. You warrant that You own the Web Site and Social Media that You register for Services. By registering Your Web Sites or Social Mediator Services,You warrant that You have the right to,and hereby grant,Us permission to access Your Web Sites or Social Media with Services,including, but not limited to,archiving Your Web Site,sub-sites,Web Site pages and/or Social Media. 7.3 Mutual Warranties. Each party represents and warrants that(i)it has the legal power to enter into this Agreement,and(li)will not intentionally transmit to the other party any Malicious Code.Each party will utilize reasonable efforts to detect and remove Malicious Code from any materials subject to this Agreement by using virus scanning or other similar tools and techniques. 7.4 Disclalmer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND,WHETHER EXPRESS, IMPLIED,STATUTORY OR OTHERWISE,AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES,INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 8 MUTUAL INDEMNIFICATION 8.1 Indemnification by Us. We shall defend You against any claim,demand,suit,or proceeding("Claim")made or brought against You by a third party .dr^ ,die nal,of 6inr Pound Pock alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party,and shall indemnify You for any damages finally awarded against,and for reasonable attorney's fees incurred by,You in connection with any such Claim;provided,that You(a)pmmp0y give Us written notice of the Claim;(b)give Us sole control of the defense and settlement of the Claim(provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability);and(c)provide to Us all reasonable assistance,at Our expense. 8.2 Indemnification by You. You shall defend Us against any Claim made or brought against Us by a third party alleging that Your Data,or Your use of the Services in violation of this Agreement,infringes or misappropriates the intellectual property rights of a third party or violates applicable law,and shall indemnify Us for any damages finally awarded against,and for reasonable allomey's fees incurred by, Us in connection with any such Claim;provided,that We(a)promptly give You written notice of the Claim;(b)give You sole control of the defense and settlement of the Claim(provided that You may not settle any Claim unless the settlement unconditionally releases Us of all liability);and(c)provide to You all reasonable assistance,at Your expense. 9 LIMITATION OF LIABILITY 9.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT,TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR,WITH RESPECT TO ANY SINGLE INCIDENT,THE GREATER OF$100,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT.THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER ARTICLE 4(FEES AND PAYMENT FOR PURCHASED SERVICES). 9.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT,SPECIAL,INCIDENTAL,CONSEQUENTIAL,COVER OR PUNITIVE DAMAGES HOWEVER CAUSED,WHETHER IN CONTRACT,TORT OR UNDER ANY OTHER THEORY OF LIABILITY,AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 9.3 Additional Limits on Our Liability. We are not responsible for:(i)Your Web Site or any of Your Web Site pages or Social Media data being excluded from Our Services due to the access limits placed by You on Your Web Site,sub-site, page,Social Media and/or Your Data,((i)Your Web Site,any sub-site,page,Social Media and/or Your Data excluded from Our Services due to not being specified by You as being in scope of Our Services, (iii)Your Web Site,any sub-site,page,Social Media and/or Your Data excluded from Our Services due to Internet or Your network problems,Your server overload,availability,and/or accessibility problems,or due to any other technical problems that may affect availability and/or accessibility of Your Web Site,any sub-site,page,Social Media and/or Your Data,(iv)any negative effect on You by Our Web Site being offline from time to time for maintenance,(v)loss of Your Data after the termination of this Agreement when You had failed to request an export of Your Data from Our systems within the data hold period specified In Section 10.5(Return of Your Data),and (vi)refusal for any court,law enforcement agency,or dispute resolution venue to accept or recognize for any purpose the data generated by Our Services, 10 TERM AND TERMINATION I ..iI P r: of S; lui cr id Rock 10.1 Term of Agreement. This Agreement commences on the date You accept it and continues until all Your Services subscriptions granted in accordance with this Agreement have expired or been terminated. 10.2 Term of Purchased Subscriptions. Services subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein.Except as otherwise specified in the applicable Order Form,all subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year(whichever is shorter),unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term.The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 30 days before the end of such prior term,In which case the pricing increase shall be effective upon renewal and thereafter.Any such pricing increase shall not exceed 10%over the pricing for the relevant Services in the immediately prior subscription farm, unless the pricing in such prior tens was designated In the relevant Order Form as promotional or one-time. 10.3 Termination for Cause. A party may terminate this Agreement for cause:(i)upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period,or(0)1 the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency,receivership,liquidation or assignment for the benefit of creditors. 10.4 Refund or Payment upon Termination. Upon any termination,We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination.Upon any termination for cause by Us,You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination.In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination. 10.5 Return of Your Data. Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription and upon payment to Us of the applicable data export fees,We will make available to You for download a file of Your Data in the native file formats along with attachments in their native formats.The data export fee at the end of the Term of this Agreement or in the event of Termination is$500.00 for the first 200GB(200 GigaBytes)and than$50.00 for every 10GB thereafter.At the end of the 30day period,We shall have no obligation to maintain or provide any of Your Data and we may, unless legally prohibited and at our own discretion when permitted,delete all of Your Data in Our systems without notice or confirmation.If You elect to purge Your Data and require confirmation or destruction on,or before,a specific date,We will destroy the Data and provide You with a Certificate of Destruction for a one-time fee of$300.00. 10.6 Surviving Provisions. Articles 4(Fees and Payment for Purchased Services),5(Proprietary Rights),6(Confidentiality),8(Mutual Indemnification),9 (Limitation of Liability), 11 (Who You Are Contracting With,Notices,Governing Law and Jurisdiction)and 12(General Provisions)and Sections 7.4(Disclaimer), 10.4(Refund or Payment upon Termination), 10.5(Return of Your Data)shall survive any termination or expiration of this Agreement. 1 1ind Rock 11 WHO YOU ARE CONTRACTING WITH,NOTICES,GOVERNING LAW AND JURISDICTION 11.1 General. Who You are contracting with under this Agreement,who You should direct notices to under this Agreement,what law will apply in any lawsuit arising out of or in connection with this Agreement,and which courts can adjudicate any such lawsuit,depend on where You are domiciled. If You are domiciled You are contracting Notices should be The governing law Is: The courts having in: with: addressed to: exclusive jurisdiction are: In North America PageFreezer PageFreezer [company.state.fullJ [company.state.fullj Software,Inc. Software, Inc. Law State 11.2 Manner of Giving Notice. Except as otherwise specified in this Agreement,all notices,permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon:(i)personal delivery,(a)the second business day after mailing,(iii)the second business day after sending by confirmed facsimile,or(iv)the that business day after sending by email(provided email shall not be sufficient for notices of termination or an indemnifiable claim).Notices to You shall be addressed to the system administrator designated by You for Your relevant Services account,and in the case of billing-related notices,to the relevant billing contact designated by You. 11.3 Agreement to Governing Law and Venue. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules,and to the exclusive jurisdiction of the applicable courts above. 11.4 Waiver of Jury Trial. Each party hereby waives any tight to jury that in connection with any action or litigation in any way arising out of or related to this Agreement. 12 GENERAL PROVISIONS 12.1 Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services.Without limiting the foregoing,each party represents that it is not named on any U.S.government list of persons or entities prohibited from receiving exports. 12.2 Relationship of the Parties. This Agreement will not be construed as creating a partnership,joint venture,or agency relationship or as granting a franchise. The parties are performing their obligations under these Terms as independent contractors. At no time will either Party have any right,power or authority to create any obligation or responsibility on behalf of the other party. [ i tl r61 r u Pr _dbi Ini Hecrid Rock 12.3 No Third-Parry Beneficiaries. There are no third-party beneficiaries to this Agreement. 12.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.Other than as expressly stated herein,the remedies provided herein are in addition to,and not exclusive of,any other remedies of a parry at law or in equity. 12.5 Severability. If any provision of this Agreement Is held by a court of competent jurisdiction to be contrary to law,the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law,and the remaining provisions of this Agreement shall remain in effect. 12.6 Assignment. Neither party may assign this Agreement or the rights granted hereunder without the prior written consent of the other, except that a party may assign this Agreement to any successor to the business of the party by merger,consolidation,or sale of assets or to any corporation controlling,controlled by,or under common control with the party.. 12.7 Entire Agreement; Modification. This Agreement shall constitute the entire Agreement between the parties hereto and supersedes all prior agreements and/or representations between the parties relating to the subject matter hereof. The parties acknowledge and agree that they have not relied upon any representations not set forth herein in entering into this Agreement Both parties have had the opportunity to have this Agreement reviewed by competent counsel. Any change,modification or amendment to this Agreement must be in writing and signed by both parties in order to be effective.No terms, provisions,or conditions of any other document will have any effect on the obligations of the parties under or otherwise modify this Agreement. To the extent,If any,the terms of this Agreement conflict with any Order Form or any other of Our documental,the terms contained herein shall be controlling and any additional terms presented In any of Our documents shall be null and void. To the extent,if any,the terms Sections 1 through 12 of this Agreement conflict with any language contained in any exhibit of other document incorporated herein,the terms contained in Sections 1 through 12 shall prevail. In the case of a conflict in language between this Agreement and any other agreement or other document between the parties,the language of this Agreement shall prevail. 12.8 Pre-Printed Terms or Conditions In no event shall the pre-printed terms or conditions in any Order Form or other document,or any other similar document,be considered an amendment or modification whether such terms conflict or not,with this Agreement, even if such documents are signed by representative of both parties.For further clarity,such terms shall be inapplicable and of no effect in their entirety. 12.9 Change In Document By signing and delivering this Agreement and/or any schedule,exhibit,amendment,or addendum thereto,each party will be deemed to represent to the other that the signing party has not made any changes to such document from the draff(s)most recently provided to the other party by the signing party,or vice versa,unless the signing party has expressly called such changes to the other party's attention in writing(e.g.,by"redlining"the document or by a comment memo or email). 12.10 Force Majeure. No delay or default in performance of any obligation by either party shall constitute a breach of this Agreement to the extent such default or delay is caused,directly or indirectly,by an event beyond the reasonable control of the party unable to perform, including fire,flood,earthquake,elements of nature,acts of war,terrorism, riots,civil disorders,rebellions or revolutions,failure of the Internet or strikes,lockouts or labor difficulties("Force Majeure Evenr). The party affected by an event of Force Majeure Event,upon giving prompt notice to the other parry,shall be excused from performance hereunder on a day to day basis to the extent of such prevention,restriction,or interference(and the other parry shall likewise be excused from performance of its obligations on a day to day basis to the extent that such obligations relate to the performance so prevented,restricted,or interfered with): provided that the party so affected shall use commercially reasonable efforts to avoid or remove such cause of non-perfornance and to minimize the consequences thereof and both parties shall resume performance hereunder forthwith upon removal of such cause. However,if the period of nonperformance exceeds len(10)business days from the receipt of notice of the Force Majeure Event,the party whose ability to perform has not been affected may, by giving written notice, terminate this Agreement without cause and may be subject to refunds for pre-paid,unused Services. In WITNESS WHEREOF,I have signed this agreement effective as of the day and year upon completion of signing. Name: Date: �0/.31�� Title: 14,54. (Zh / 0L'l . t 1 O,cdla (t t h Cf =j Lp R"i City of Round Rock ROU SO ROCK Agenda Item Summary Agenda Number: Title: Consider executing a Software-as-a-Service Agreement wtih PageFreezer Software, Inc. for the preservation of website and social media content for evidentiary purposes. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 10/26/2018 Dept Director: Allen J Banks Cost: $1,438.00 Indexes: General Fund Attachments: LAF for Software-as-a-Service Agreement with PageFreezer (00411464xA08F8), Entire Doc-City of Round Rock- PageFreezer Contract 10 11 18 (00411465xA08FB), PageFreezer Quote Department: Police Department Text of Legislative File CM-2018.1926 Consider executing a Software-as-a-Service Agreement wtih PageFreezer Software, Inc. for the preservation of website and social media content for evidentiary purposes. PageFreezer is a Software-as-a-Service application that will enable the Department to permanently preserve its social media content and access the archives. The Department will utilize this software for evidentiary and open records purposes. This is an annual subscription and will be renewed in 2019. The price quoted is locked in for a three year term. Cost:$1,438 Source of Funds: General Fund Ciry or Rauh Rock Page f PH~on 10/IS/M No Text